


But I'm a Penguin

by its_in_the_water



Category: The Octonauts (Cartoon)
Genre: A few missions, Anthropomorphic, Calico Jack in absentia, Catboy Kwazii, Creative License, Creature Report!, First Kiss, First Time, Fluff, Gups!, Hurt/Comfort, Inexperienced Barnacles, Light Angst, Love Triangle, M/M, SO MUCH FLUFF, Shifters, This is going to be an investment, Wing-woman Dashi
Language: English
Status: In-Progress
Published: 2020-07-12
Updated: 2021-02-23
Packaged: 2021-03-04 18:55:13
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 15
Words: 81,915
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25231213
Author URL: https://archiveofourown.org/users/its_in_the_water/pseuds/its_in_the_water
Summary: From the first day he joins the Octonauts--a team of highly trained shifters tasked to Explore, Rescue, and Protect the creatures in the world's oceans--Peso finds himself falling for both the Captain and the first mate. But he's a penguin, one of the most monogamous of species, and surely those two powerful men want nothing to do with a small, timid medic like him...A.k.a. Octonauts, but more serious, and with shifters, and a love triangle.
Relationships: Captain Barnacles/Peso, Kwazii/Peso
Comments: 114
Kudos: 104





	1. The Octonauts and the New Medic -- Part One

**Author's Note:**

> So... Here we are. I keep wanting to see a more adult version of Octonauts, I recently watched Beastars and BNA, and I adore the thought of Barnacles and Peso, or Kwazii and Peso, or both. And then this happened.
> 
> Some premise:  
> Common form = an anthropomorphic form that some animals (shifters) can take on, allowing the many various species to interact, work together, use common tools, become romantically involved, etc. Most common forms bear some resemblance to the animal's normal form, but some are more ambiguous. It's really up to the individual.  
> Shifting = The ability to shift was learned a few tens of thousands of years previous, and since then there have been many technological and social advances. The ability to shift is rare, but becoming more common as it is seen as less of a mystical power and more as an ability to be developed. Used to be found only in upper levels of the hierarchy, used as a tool for enslavement, etc.  
> Humans = What's a human?
> 
> Art related to this fic (as well as other great art works) can be found at https://squijis-art-hole.tumblr.com/

1\. The Octonauts and the New Medic -- Part One

When Peso's soles hit the dock's wooden boards, the man at the other end turned to watch him approach. Peso shivered and his steps faltered. The man was down right  _ imposing _ . Obviously a cat shifter, his orange striped tail twitched behind him with poorly subdued energy. One eye, slit-pupilled and sparking green even at that distance, seemed to glare at him. A tooled black leather eye patch hid the other. Orange ears poked out of his streaked hair, and the rest of his common form beneath low-slung, knee length trousers and short vest was either deeply tanned or lightly furred, judging by the colour. His clawed toes flexed into the dock and he folded his arms, knotting his biceps. 

_ A pirate _ , Peso thought, forcing his feet to keep moving.  _ The captain is a pirate.  _ His steps became tiny, the dock seemed to grow longer, the glare and sun became hotter. Peso had had nightmares like this. 

After an eternity, Peso made it to the end. He tried to meet the man's stare, managed to get his gaze to rise to his neck and the scar on his narrow chin, and gave up. With a sweaty, shaking hand, he fumbled a letter out of his jacket pocket--only for a dozen stickers to spill out with them.  _ Oh no… I meant to give those to Pinto. _ He swallowed several times, trying to moisten his dry mouth, trying to ignore the absurd flurry of stickers fluttering to the dock.

"Uh, uh, I'm Peso?" he squeaked, holding out the letter. "Professor Inkling instructed me to come to this dock? Um. Captain? Sir?" 

The man's ear flicked; Peso could see it in his shadow. 

"Captain?" he repeated in a jaunty accent. " _ Captain _ ?  _ Me _ ? Naw, mate, I'm Kwazii, the first mate. Welcome aboard, Peso. I've been waiting for you." He ignored the letter and stepped in, extending a broad, clawed hand.

Peso almost melted in relief. He managed to pry his gaze off the dock and finally look Kwazii in the face. 

Kwazii offered a wide smile, flashing sharp canines and one gold eye tooth. His fine, catlike features gave him a regal appearance at odds with the many scars, eye patch, and accent. His toned physique, now that it was coupled with a friendly personality, made Peso blush hotly. Leave it to him to develop a crush on his superior on the first day.

Before the pause could get any more awkward, Peso crumpled the letter back into his pocket and gingerly grasped Kwazii's hand. He gasped as Kwazii pumped it vigorously, and then flipped it around, examining it. Kwazii then stepped into his personal space and sniffed.

Blinking rapidly, Peso recoiled from the taller, more muscular male and his well-defined abs. "Uh, e-excuse me?"

"I can't figure it out," Kwazii explained. His head ducked next to Peso's, seemingly without realizing the intimacy of the posture, and he pinched a lock of Peso's feathery black and white hair. "Some kind of bird, but I'm not sure what. Raven? Heron? You don't let any of it show."

Peso went very still. "It's rude to try to guess," he said quietly, trying to free his hand. 

"But we all do it." Kwazii released him with a grin and performed a little bow, arms out with a flourish. "You don't have to guess with me; I let it all hang out."

"Yes. I… I can see that."

"Nothing to worry about, mate. I like birds." He blinked his large green eye exaggeratedly, obviously a wink. Then he waved a hand, maybe brushing away his poor joke. "Anyway, you're going to see all of us soon enough, now that you're the Octopod's new doctor."

"Yes. Um. Where is the… the Octopod?" The word felt strange in Peso's mouth. He looked around and saw only deep turquoise water lapping at the end of the dock. "Are we waiting for a boat?" Maybe one of the distant ships was the Octopod, and they needed to be ferried over?

Kwazii laughed. He bent to pick up a rumpled rubber bag, previously unnoticed at his bare feet. "Here. Put everything in it that you don't want to get wet."

"Oh?" Peso accepted the long wet bag and found it quite large enough for his one duffle. 

"Clothes, too. The Octopod is right under our feet."

Peso paused. He craned his neck to peer over the edge. 

Something positively Lovecraftian peered back at him from the depths.

"Oh."

"You can free dive, yeah? Won't last long if you can't."

Peso smiled quietly. "Yes. I can free dive." 

He scrambled to collect and pocket all of Pinto’s stickers--maybe he would be able to mail them with a letter. He shrugged out of his blazer, folded it into the bag, moved on to his crisp white shirt. The warm air and sun kissed his skin; it truly was a beautiful day in southern Australia.

Once he'd removed his shoes and socks, he gave a mental shrug and stripped out of his pants. They were his good, first-day-on-the-job pants; he wasn't going to ruin them for the sake of modesty. 

Finished, he crouched to roll and fasten the bag, and then stood with it slung over his shoulder. When he turned to address Kwazii, he was startled by the intent one-eyed stare crawling over his own lean, pale figure.

"Tern?" Kwazii asked. "Loon?"

Peso rolled his eyes. "Where is the hatch, Kwazii? How do I board?"

"Ah, just follow me." 

"Maybe you should tell me, " Peso countered, "so you can follow me." Swimming, at least, he was good at. He felt the need to show the other man that he wasn't just a nervous newcomer. 

Kwazii laughed again. "A challenge. I like you, mate. All right. The launch bay will be at the bottom of the main bulb, facing the open ocean. You can't miss it. Because I'll already be there--hey!"

Peso didn't wait to hear the taunting. He dove into the water, only minimally impaired by his bag, and streaked down toward the hulk crouched on the bottom of the ocean. 

He passed two strange, luminescent bulbs, and undulated down past a giant globe, all metal panels and lines of lights. As Kwazii had said, he found the outline of a door near its bottom. He came to rest beside it, anchored to a handle, and waited. 

A few moments later, Kwazii thrashed his way over the swell of the main globe. His movements were erratic, as though he'd pushed himself too hard. A little concerned, Peso swam up to meet him and helped him close the rest of the distance. Kwazii accepted the help and knocked weakly on the door when he arrived. His green eye was already starting to bug out and bubbles streamed from his nose in a helpless rush. 

Peso moved in; he didn't strictly need all the air he'd sucked into his lungs. A waterlogged cat might, though. 

As his first act as the Octopod's medic, Peso gripped Kwazii behind the head, and blew his own air into Kwazii's mouth.

Kwazii held on, claws digging painfully into Peso's bare shoulders, and breathed in everything Peso offered.

Then the door spun open and a rush of water dragged them inside. 

Peso pulled them both to the surface of what seemed to be a pool. Kwazii broke through first, sputtering and coughing, and clung to a sleek orange submersible as he caught his breath. 

Peso followed and smoothly glided to where the pool floor rose and he could walk out. He found himself in a large room. A cement walkway surrounded the pool. Three vehicles bobbed in the water, another sat on a lift. Various nooks and crannies around the room held mechanical equipment and, in one bizarre case, a bedroom. 

One wall of the room was taken up by a large computer and monitor. A tall woman--her elongated ears and pronounced heels just screamed rabbit shifter--stood in front of the computer, gnawing on a carrot. She'd been speaking with someone on the monitor: a man, square-jawed, pleasantly weathered, his thick white hair at odds with an otherwise young face. He wore a snug blue and green uniform and blinked rapidly as he looked out at Peso.

"Um, hi.” Peso wilted under the attention, burningly self-conscious in his state of almost-nudity, unable to do more than mumble a greeting.

Kwazii splashed up behind him. "Captain Barnacles," he declared loudly, throwing a slippery arm around Peso's stinging shoulders. "Tweak. I figured it out! May I introduce Peso. Our new medic and a pe--" he paused at Peso's sharp glare and amended, "Perfect kisser."

Peso wished the floor would open under his feet and just devour him whole. Captain Barnacles-- _ the Captain _ \--stared down at him, obviously taken aback. Then his icy blue eyes crinkled with a warm smile. 

"Welcome aboard, Peso. I see you've already made quite an impression on my second in command."

Even across the electronic interface, Captain Barnacles' voice was like wrapping up in a warm blanket and a hug. Peso's knees weakened and his blush returned. That voice had faith in him. It had high expectations for him. It knew he could accomplish great things and it would help him without fail. It cared about _ him _ . 

Peso offered a weak smile. "Thank you, Captain. I'm happy to be here."

"Kwazii, how about you help Peso settle in his room, and then I'll meet you in the med bay?"

"Aye, aye, Captain." Kwazii hugged Peso around his shoulders and his wet tail splatted against Peso's bare legs. "We, uh, might stop by my quarters as well."

"Kwazii," Tweak said in a twangy drawl, "you  _ have _ a water repellent uniform."

"It's not quite my style, though, init?"

"You're not even wearing your collar!"

"I'm off duty, mate."

Tweak shook her head, casting a  _ Someone get this guy out of here _ glare at the ceiling. Then she took a bite of her carrot and offered a grin to Peso. "Welcome, Peso. I'm Tweak, the Octopod's mechanic. Good to meet'cha." She approached with a long legged stride, a confident hand extended. 

Peso took it nervously. Tweak wore low cut off jeans and a crop top, exposing a toned figure that wouldn't have looked out of place in a calendar. Her turquoise hair fell to chin length, clumped with oil here and there and held in a pink headband, and tools hung from her belt. Her rabbit ears swiveled independently, like radar dishes, and her little nose almost twitched. Her strong grip told him that, despite appearances, she didn't mess around; he completely believed that she could have put the immense Octopod together herself. 

She wore a thick blue collar, the same colour as the Captain's jacket, making him wonder if it was an extremely minimal Octonauts uniform.

"Thank you, Tweak. It's good to meet you as well."

"I'll get your uniform and diving suits ready in a few days." Tweak clamped her carrot between her teeth and used her free hand to dig a tiny item from her belt. Before Peso knew what was going on, Tweak was tugging him this way and that, measuring his arms, shoulders, chest, waist, spine, feet, and, embarrassingly, his inseam. Wet and almost naked, Peso backpedaled away from Tweak’s hand on his inner thigh, only to back himself into Kwazii's firm, damp chest. "Your common form is so ambiguous," Tweak commented, straightening and snapping her measuring tape away. "It'll be strange not to design a tail hole or reinforce the fingertips." She briefly examined his nails, and let his hand drop. " _ Some _ folks like to challenge me." She raised an eyebrow at Kwazii. 

"Don't pretend, Tweak. You like a challenge."

Tweak ignored Kwazii's tease, barely wrinkling her snub nose. "Any environmental requirements I should keep in mind for your equipment, Peso? Temperature, oxygen, humidity, metal allergy? You obviously don't have a problem with the cold."

"No requirements. Thank you."

"Great. I'll have you ready for your first mission faster than you can say buncha munchy crunchy carrots." She took a bite to illustrate and added as she chewed, "Faster if you can get Kwazii outta here."

"Come on, mate, I know when I'm not wanted." Kwazii squeezed him again. "Let's go see your new quarters. The last medic didn't leave much behind. I checked."

**

Kwazii leaned in Peso's doorway, shamelessly watching the new doctor dress. The little guy was so cute, Kwazii was having trouble keeping his paws to himself. His round face smiled so sweetly, his complexion flushed so easily under the black and white hairs drying around his face. His common form was delicate, fine boned, revealing his true nature as a bird shifter despite his ambiguous features. The eight shallow cuts on his shoulders from Kwazii's desperate clutch just topped it off--Kwazii  _ loved _ making his mark.

And Peso had swum so quickly, effortlessly, gracefully, that Kwazii couldn't help but admire him. And his gift of life when Kwazii just about drowned himself… the memory made Kwazii shiver. The crushing force of his need for oxygen, his aching chest, his panic in the murky depths, his embarrassment and helplessness… and then air pushing into his mouth and lungs, strong hands anchoring him, holding his head steady as he gasped and clung on. 

The new medic had already proven himself and Kwazii was smitten. 

Peso tucked his crisp white shirt into his black pants and sat to tie his black dress shoes. Kwazii smiled to himself. For someone who cultivated a common form that gave nothing away, his clothing just screamed "penguin." Kwazii had wondered if he was an accountant who'd missed his yacht when he tapped his way up the Octopod's dock.

"Do you like your room?" Kwazii asked when Peso stood and shrugged into his short black jacket. 

"Oh yes." Peso's light voice made Kwazii's ears twitch with pleasure. "Thank you." His shy little smile warmed Kwazii through. "I think I could look out at the sea for hours. The Octopod is beautiful." He moved to the glass wall of his dome and flattened his palm against it, looking out at the murk and the bottom of the dock floating nearby. 

"Just wait til we go somewhere interesting. Like my room." Kwazii grinned widely when Peso turned to stare. "I need fresh clothes." His trousers and vest had dried easily while he waited on the sunny dock, but in the Octopod's cool corridors, he was freezing. "Then I'll show you around and take you to the medbay."

"Great."

Kwazii demonstrated sliding down the tube from the globe, laughing when he had to catch Peso at the bottom. "You'll get the hang of it," he assured him, enjoying the feeling of the slender body in his arms. 

In his room, he immediately shucked off everything but his briefs and sighed in relief to be rid of the cold damp fabric. He may have spent more time than was strictly necessary striding around his room in his small clothes, looking for something to wear, flexing every muscle he could think of. When he glanced at Peso, though, it was to see him examining Kwazii's shelves of maps. He swallowed his disappointment--maybe Peso's blushing had been strictly "First Day Nerves" and not "Wow, the Cat Pirate is Hot Nerves" after all.

"Nothing better than finding an old map and following it to the end," Kwazii said, buckling his belt and coming up behind Peso. "These are the monsters, these are treasure, these are places, these are the ones my grandpa drew, and these are combinations of the above." Kwazii gestured to illustrate his filing system. 

"Wow, " Peso said, gratifyingly. "Have you found all of these?"

"Not yet, but I do my best whenever the Octopod is in the right area."

"Have you made any yourself?"

Surprised, Kwazii looked askance at Peso. "Well, no. I haven't found any treasure of my own yet."

"Oh, I'm sure you will."

Strangely touched, Kwazii mulled that over as they continued the tour. 

He highlighted the most important rooms--the recreation globe and the kitchen. 

"The vegimals are whizzes in the galley," Kwazii explained, nodding to where Tunip and two others were pulverizing kelp into a paste, the base of most Octonauts meals. "I can cook, too, but they don't believe me."

"Vegimals…?" Peso repeated, wide eyed. 

Kwazii only belatedly realized how strange the plant-animal hybrids could look at first. "Shellington found them last year. Since then, they've been our best mates. I'm sure they're the reason we won the last Octonauts challenge."

Tunip paused briefly to say something in Vegimalese to Peso.

"Um, hello," Peso said. "It's nice to meet you."

"They cook, they clean, they garden, they do repairs." Kwazii stretched out an arm and snagged two cookies while the vegimals weren't looking. "They make vegetarian food taste good." He offered one to Peso and led him out. 

"Yes, very good," Peso agreed, taking a nibble as Kwazii devoured his own. "I'll save it for later." He tucked it into a jacket pocket. 

"Shellington's lab is there," Kwazii continued. "He's the science guy. He's on a survey with Dashi right now. Dashi is communications, navigation, documentation, reporting, computers--pretty much everything that I don't do. Here's the library. Professor Inkling spends most of his time in here."

"Oh, Professor Inkling!" Peso exclaimed, stopping at the library door. "Is he in? I'd like to thank him for accepting my application."

"Let's find out." Kwazii entered first and nodded to a large table and humming aquarium in the centre of the two storey room. Spotting Professor Inkling's pink figure coiled in the bottom, Kwazii sauntered over. "Hey, Professor, this is Peso, the new doctor."

"Oh, wow," Peso breathed, gazing at the hundreds of books. His attention fell to Professor Inkling and he stopped, blinking. "Uh, hello," he managed despite his surprise. "Professor Inkling, thank you very much for offering this position to me."

"Hello, Peso. Welcome." Inkling's voice, with only mild electronic tones, emanated from a speaker in front of his tank. He unfurled, bulbous head and large eyes rising, his horizontal pupils unblinking. His long arms reached out of the tank, pulling him up and out. With a strangely graceful ease, he traveled down onto his motorized chair, curled onto it, and hove over to Peso. A single pink arm extended. 

Without hesitating, Peso accepted it. "Professor, what an honor to meet you. Your work on the interactions between zonal communities and health considerations was truly inspiring. Thank you very, very much for accepting me to the Octonauts."

"Oh, not at all, dear boy." His voice emanated from a speaker in his chair. "It's a pleasure to have you. I know you'll be a great asset to the team."

"This is a huge library. And to think that this is all under water."

"Remarkable, isn't it?"

Kwazii wandered away as the two talked, fingers laced behind his head, looking out through the tall, narrow windows. The view was familiar now, and he wondered when the Octopod would go somewhere new. After two days in one place, he was already itching to move on. 

If things stayed quiet, maybe he would offer to take Peso for a ride in one of the gups. 

He glanced back at Peso, remembering his blush and his life-saving kiss. Could there be something…? 

But Peso was completely involved in his conversation with Inkling, unaware of Kwazii's unabashed ogling.

Kwazii had probably lost any chance he might've had when he almost drowned. Damn. Maybe he could say it had been a test? Yeah. That's what he'd say. 

After a few more minutes, Kwazii sidled over to where Peso and Inkling were examining a shelf of anatomy books and bumped Peso's hip with his own, earning himself a startled look and splash of colour. "The Captain'll be wondering what I did with you. We should get you to the medbay."

"You're welcome to come back any time, Peso," Inkling offered. "And if you want to borrow any books, just sign them out."

"Thank you!"

"And here we are," Kwazii said, bowing with a flourish as he opened the door to the medbay. To his surprise, the room was empty, no mountain of a man standing in the middle with arms folded and white brow lifted at Kwazii's tardiness.

"Wow," Peso breathed as though looking upon a chest of gold, head turning to take in the windows, desk and computer, cabinets, drawers, empty tanks, and waiting bed.

Kwazii shrugged. "It's all yours, such as it is." 

"Thank you." Peso wandered around, slim fingers hovering but never touching. Kwazii couldn't stop remembering their surprising strength. "How do I order supplies?"

Kwazii had no idea. "Dashi?" he guessed. 

"And getting set up on the computer?"

"Definitely Dashi," Kwazii said more firmly.

A small smile quirked Peso's lips. He brushed back a lock of white hair. "So, um, what  _ does  _ a first mate do, Kwazii?"

"Crew management. Eh... Y'know. Greet the new medic, test his mettle, get him settled, punish him when he makes insulting insinuations." Kwazii winked.

"Yes, test his mettle," Peso murmured. 

"I'm the Captain's right hand cat," Kwazii explained loftily, examining his claws. "I'm wherever he needs me to be."

A loud “Bwoop, bwoop” blared urgently from the communication panel by the door, making them both jump.

"The Octo-alert!" Kwazii exclaimed, leaping to the panel and hitting the response button. 

Barnacle's face appeared on screen, lines of tension around his mouth, his jaw clenched and tendons standing out from his neck. He wore his helmet, submerged in well-lit blue waters. 

"Kwazii," he said, his warm tone at odds with his obvious straining. "There you are. I'm in need of some assistance."

_ Yow! _ A mission was just what he needed. 

"Just say the word, Captain. What's going on?"

The video shook and Barnacles grunted. "Dashi and Shellington encountered a situation in the reef and I hoped I could resolve it without interrupting your tour. There's a shark here killing reef citizens indiscriminately. We're not sure why--all we can get out of him is that he's mad with hunger. But he's not eating any of his prey."

Another shake and darkness suddenly engulfed the video--darkness and teeth and the ridges of a shark’s palate. 

There was a growl and sound of struggle, and then Barnacles returned. 

"Sorry about that," he apologized. 

"Is he chewing on your arm?" Kwazii asked, disbelieving. 

"I'm wearing a suit. I want to get him away from the reef so we can find a solution. Bring the Gup C to my location, please, and we'll tow him out."

"Aye, Captain."

The video cut out as teeth reappeared on screen and Kwazii shook his head. 

"Sorry, looks like I have to go--" He turned and stopped short to see Peso digging through his cabinets and collecting items in a medic's bag. "Naw, mate, it's barely your first day, and the Captain didn't say we needed a medic."

"There was something in that shark's throat," Peso said. He closed his bag and hooked it over his shoulder. "And it doesn't matter what day it is--I am an Octonaut now. I'm coming with you."

Kwazii almost refused, but the look on Peso’s face told him that if he did, Peso would find a way. Besides, Peso  _ was _ the doctor now--he had an authority of his own.

“Right, but you need to listen to orders and stay safe. Missions can be very dangerous.”

“That’s why I’m here, Kwazii.” Peso moved to the door. “I’m ready.”

“Go to the Launch Bay and ask Tweak for a communicator and a collar--that’s what generates our helmets. I’ll grab mine and meet you there.”

“Understood.” With a firm nod, Peso hurried out, Kwazii following close behind.


	2. The Octonauts and the New Medic -- Part Two

**Summary for the Chapter:**

> Peso manages to impress the other Octonauts on his first mission, though he wonders if he's really cut out to be an Octonaut.

**Notes for the Chapter:**

> I have thought about all of this way too much. What is wrong with me? D:
> 
> Flappity flippers, Barnacles is a cuddler and falling hard.

2\. The Octonauts and the New Medic -- Part Two

Barnacles winced as Martin the Great White chomped down. Again. Even with Tweak’s new puncture resistant suit and his polar bear strength, he could feel the immense force bearing down on his arm and knew he would be lucky to get out of this situation with only bruises. A broken arm was more likely. He hoped the new doctor knew how to set bones.

“Just try to calm down, Martin,” he tried again. With his legs clasped around Martin’s body and one arm under his chin and the other shoved in his toothy maw, Barnacles couldn’t blame him for struggling. He wished there was another way to keep him from hurting himself or others. “We want to help you.”

“Hungry!” Martin roared.

Corpses, scales, fins, bones, and blood filled the surrounding waters from Martin’s murderous rampage. He hadn’t eaten any of it. He'd still be racing around, slaughtering all in his path if Barnacles wasn't keeping him occupied and Dashi and Shellington weren't warning the reef residents away from the area. 

“Just kill him!” shouted an eel from safe in her lair. “He’s gone mad!”

“The Octonauts  _ do not kill, _ ” Barnacles gritted. 

"That's right," agreed a merry voice over Barnacles' communicator. "We explore, rescue, and protect!"

Relief rushed through Barnacles' veins.  _ Kwazii.  _ Together they could figure this out. Dashi and Shellington were solid, intelligent, innovative crewmates, but they rarely acted without Barnacles' direction. Kwazii, though, would take action immediately, without hesitation, his quick decisions and limitless courage a source of strength for Barnacles--when they weren't a source of frustration, anyway. 

The Gup C hove into view above him, the crane already descending, Kwazii swimming alongside the hook. He must have brought Tweak to pilot--smart thinking. 

Without a word between them, Kwazii looped the rope around Martin, careful to avoid his fins and gills while Barnacles, grimacing against the fire racing up his arm, strengthened his hold. 

"He's secure, Captain," Kwazii reported after an eternity. He came to rest next to Barnacles, claws tight on the rope and knee braced on Martin’s rough grey hide. He squeezed Barnacles’ shoulder. “All right?”

Barnacles sighed and tried to release his grasp. Martin responded by chomping again, drawing a groan from Barnacles’ throat. “Get us out of here,” he managed.

The gup pulled them up and away from the reef. In minutes they were in the open ocean, away from innocent bystanders, and Barnacles called, “Stop.”

“We’ve gotta get him off you,” Kwazii muttered, circling. 

“Hungry!” Martin thrashed, smacking Kwazii with his tail and nearly dislocating Barnacle’s shoulder.

A sleek black figure darted in from the side, alighting directly next to Martin’s head by one large, reflective eye. Barnacles blinked in surprise, only vaguely recognizing the new doctor, now wearing what looked like a suit--absurd for a swim in the ocean--and the Octonauts’ collar and helmet. “Hello,” he said, his tone light, pleasant, friendly.  _ Trust me _ , that voice said. “My name is Peso and I’m a medic. I will help any creature who is sick or injured. What is your name?”

“Hungry!”

“Nice to meet you, Hungry.” Peso pulled a fish biscuit out of his jacket pocket. “I have a delicious cookie here for you, my hungry friend. But if you want to eat it, you’ll need to get that arm out of your mouth. It’s in the way! I don’t think it’s edible, anyway. It looks very chewy.”

Martin stilled. Unbelievably, his jaw loosened. Barnacles slowly pulled himself free, trying not to startle Martin into taking another bite.

“Very good. Here.” Peso reached toward Martin’s mouth with his bare hand and unprotected arm. Horrified, Barnacles tried to reach him, but his injured arm and shoulder slowed him down.

“Stop!” As though reading Barnacles’ mind, Kwazii jumped in to haul Peso away. “He’ll rip your arm off, mate.”

“Hungry, are you going to try to eat my arm?” Peso murmured kindly, apparently unconcerned about how close he’d come to death or dismemberment. “You haven’t eaten in a very long time, have you?”

Martin shook his head and moaned. 

“I can help you to eat again, Hungry. But I need my arms and hands. If you can control your hunger for just a moment, I will help you. What is your  _ real _ name?”

“Martin,” Martin whimpered. “I’m so hungry…”

“But you are more than your hunger, aren’t you, Martin? Yes. You can be a good patient and let me help you. And then I will give you your cookie and…” He paused and then smiled. “And a sticker. All of my patients get a sticker.”

Barnacles' brows crawled higher and higher as Peso spoke. It shouldn’t have worked, but Martin remained still and calm, barely moving in the currents. 

"There is something caught in your throat, Martin. It must be very painful and it is preventing you from swallowing your food. Will you let me take it out?"

Martin nodded. His mouth opened and his teeth extended, but he didn't seem to be threatening, only trying to give Peso access.

Peso swam easily to Martin's pointed nose and peered into his mouth. 

_ Water bird _ , Barnacles classified him, observing his quick, effortless movements and recalling his slight build.  _ And fearless. Do I have two of Kwazii to deal with now…? _

"Martin, I see the obstruction. I am going to ask the Octonauts to keep your mouth open so I can get it out. I am sorry--the extraction will probably hurt. But once it's out, you will feel much better. Do you understand?"

Martin nodded again.

"Very good! We will get through this together."

Peso darted up to Barnacles, Kwazii hovering close by his shoulder. His pleasant, rounded face formed an apologetic smile. “Captain, I’m sorry for interfering without consulting with you first. I was worried about your arm.” He reached a slender bare hand to Barnacles’ arm, but didn’t touch it. “To resolve this quickly, can the Octonauts find something to hold Martin’s mouth open? He is calm now, but when he is in pain I think he may lose some of his control, as many of us do.”

“No need to apologize, Peso. You  _ are  _ our doctor. You’ll have to tell me later… How did you know to use a sticker?” Peso coloured, but before he could say anything, Barnacles opened his communications with Dashi, Shellington, and Tweak. “Octonauts, find something that will safely hold Martin’s mouth open. Our new doctor needs space to work.”

With much scrambling and debate, it was Tweak who eventually suggested one of the seats out of the Gup C. “Padded for safety, strong enough to withstand a crash, and there’s room under the arm rests for Peso to work.” She quickly removed it from the gup and provided it to Kwazii and Dashi to lodge in Martin’s mouth while Barnacles looked on, feeling helpless with an arm and shoulder that ached more with each passing moment.

“What a brave patient,” Peso said as Martin whimpered, stroking his head and floating within view by his eye. “You are doing so well, my friend. You will be good as new in no time.”

He was a natural, Barnacles observed. Their last doctor hadn’t had half the bedside manner, being efficient but brisk, and tending to hang back until the other Octonauts dealt with the situation before providing her skills. Barnacles had a feeling that Peso would be in the thick of it with them.

Barnacles felt a vague sense of concern when he looked at him, though, and it took him a few minutes to realize what it was. Peso was small, smaller than Tweak, or at least shorter, and that triggered an uncomfortable protectiveness in Barnacles. He churned in place near Peso, perhaps closer than he should be, in case Martin thrashed or got loose from his restraints. He noticed little details that built a picture of a devoted, gentle, competent man. That he had dived into the situation without a proper uniform or wetsuit told Barnacles that he cared more for his patients than for his belongings, or himself, for that matter, and he wouldn’t hesitate to leap into action. His hair, black but for two chunks of white near his face, was pinned back efficiently. He exuded an aura of soothing calm--even Barnacles began to relax under the hypnotic rhythm of his voice as he spoke to Martin.

“All set,” Kwazii said after some time, kicking back from the uncomfortable shark and deeply lodged chair. “You probably won’t die, Peso.”

“See that you don’t,” Barnacles added.

“I promise to do my best,” Peso said with an intense, sweet fervor that made Barnacles blink and realize that Peso was speaking the absolute truth. He would always do his best.

Peso gave Martin a final pat and swam to the front. There, out of Martin’s sight, he pulled several items from his bag--a scalpel, gauze, a tube of some kind of gel. He looked at the confined space of Martin’s mouth and took a deep breath.

Only then did Barnacles realize, “Peso, your helmet won’t fit.”

Peso triggered the switch on his collar that made his nanotech helmet vanish. His air escaped in a wash of bubbles. Then, an expression of determination on his face, he slithered into the gap between chair and armrest until only his calves and bare feet were sticking out. 

Barnacles closed a hand around Peso’s ankle, dwarfing the limb, and nearly dragged him back out. But Peso knew what he was doing. Barnacles had only just met him, but he trusted him.

“How long does he have?” he asked, mostly to himself. 

“A few minutes,” Kwazii answered. “His species have good lungs.”

“Mm. Tweak, bring the gup in close in case we need to pull him in.”

“You got it, Cap.”

All was quiet for a few breathless minutes… and then Martin suddenly let out a cry and thrashed so violently that Barnacles almost lost his grip. The chair released a sharp creak and one of the armrests snapped. Barnacles, envisioning Peso’s tiny body crushed, started to pull him out. There was resistance and Martin squealed, rolling and curling and whipping out straight. Barnacles pulled harder, a low roar rumbling out of his chest as he exerted his polar bear strength.

All at once, the gup’s rope broke, the chair cracked and crumpled, and Peso came tumbling out into Barnacles’ arms with a cloud of blood and something long and thin in his hands.

They spun away, Barnacles holding tight to Peso's little body, and thumped against the hull of the gup. Martin, coils of rope falling away from him, straightened out and charged in a sudden, furious attack. Barnacles had no hope of getting them away fast enough. He lifted his already damaged arm to take the brunt of the assault, grunting at the hot agony when Martin's teeth bore down on him. Martin couldn’t puncture the mesh of Barnacle’s suit, so swung away for another charge.

The gup opened behind them, sucking them inside. Tweak quickly shut the port and slammed the controls to drain the water out of the entry chamber. A moment later, Barnacles lay breathless on the floor, Peso panting on his chest. Something slammed into the hull, making the gup rock, and Tweak hurried back to the cabin and controls.

“It was… a harpoon,” Peso gasped, pushing himself up to sit. Pale and bloody as he was, he looked satisfied as he held up the wicked steel weapon and broken shaft. “He should be fine now. I should… give him his cookie and sticker.”

Exhausted, Barnacles could barely sit up. He banished his helmet and pulled himself up to lean against the wall. “He’s in a rage. It may be best to leave.”

But Peso shook his head. His wide, dark eyes gazed at Barnacles and his little chin jutted with determination. “I promised, Captain. He needs to trust the Octonauts. He needs to trust  _ me _ .”

“Ah… yes, okay. Then let him work it off for a few minutes.”

Peso nodded. “I will. Thank you.” 

Another thump made Peso flinch. Now, out of danger, he revealed the fear that he had not shown while facing down an angry, injured, hungry shark. His determined chin began to shake. He drew up his knees, hugged them, buried his face. At every thump, his whole body jumped and there was a little, ragged gasp.

Barnacles reached out and laid his uninjured arm around Peso’s shaking shoulders. He pulled the small, unresisting body close to his own, his heart aching for the newest member of his crew. “The gup can withstand the grip of a colossal squid and the bite of a sperm whale,” he assured softly. “We’re safe.”

Slowly, the trembling eased. The little gasps gave way to a few wet sniffles. Peso didn’t pull away, for which Barnacles was grateful--every part of his body in contact with Peso’s felt warm. His palm tingled where it curved around Peso’s arm--he fit so nicely against him! He felt guilty for enjoying the moment, but couldn’t stop himself.

“Welcome to the Octonauts, Peso,” Barnacles said when both the thudding from outside and the sniffling from inside had faded. “Well done.”

Peso laughed, but it was strained and muffled, suspiciously nasal. “Th-thank you, Captain.”

**

Martin did eventually calm down from his rage enough to devour Peso’s cookie and the lunch Shellington had packed earlier that day. Then, the edge taken off his hunger, he’d accepted a sticker of a seahorse blowing a kiss. Peso placed it on one of his fins so Martin could see it.

“I killed my own pilot fish,” Martin said sadly, sinking in his despondency. “I was just… pain and hunger. I am so sorry. Thank you, Peso. Thank you for helping… a monster like me.”

“I told you,” Peso said gently, patting Martin’s side where white met grey. “I help any creature who is sick or injured. And that includes you, my friend.”

Peso watched Martin vanish into the darkening ocean waters, and squawked in surprise when Kwazii slammed into him and clasped him in a tight embrace. 

“Yow! Mate, that was the most amazing rescue I’ve ever seen! You were great!”

“I got it on video,” Dashi said over the comms, a smile in her voice.

“O-oh, thank you.” Peso didn’t feel amazing. He felt sick. He felt like he was about to shake apart. He felt like he would die from embarrassment after  _ the _ Captain had had to hold him for several minutes before he could regain his composure. He felt like he might not be ready for the Octonauts. 

“Kwazii, Dashi and Shellington will take you to collect the Gup B,” Barnacles said. “Peso, you and I will ride with Tweak.”

Kwazii stiffened against Peso. “You left the Gup B somewhere?” he asked, his voice suddenly tight and cold. He pushed away. “See you later, mate.”

That left Peso alone to limp back to the Gup C.

When he made it into the gup’s cabin, he found Captain Barnacles on the floor where the destroyed chair had been, and Tweak in the pilot’s seat. Peso sat gingerly across from Barnacles, shyly averting his gaze until the gup moved and Barnacles grunted.

“Your arm, Captain,” Peso said, remembering the horrific sight of a Great White gnawing on him. Large as he was, even the Captain couldn’t suffer that abuse without damage.

“If I tell you I’m quite all right, would you believe me?” Barnacles asked, rolling his head against the wall to offer a half-smile.

“Come to the med bay when we get back to the Octopod,” Peso said. He was so tired that his verbal filter had shut off. “I’ll give you a sticker," he offered, only half joking. 

Barnacles chuckled and groaned. “Doctor’s orders?”

“Doctor’s orders.”

They rode in silence for a time. Peso, who almost never felt cold, was freezing. Shock, he knew, but he couldn't bring himself to speak up in front of the brave, immensely strong captain, and reveal his own weakness. 

"Peso," Barnacles suddenly said. 

Peso looked up and accidentally met Barnacles' cool blue gaze. His eyes were like the sea, like the sky. The expression on his face was difficult to read, his obsidian skin fading into obscurity in the dim lights from the control panel.

"Y-yes, Captain?" He couldn't get his jaw to stop shaking.

"I'm a polar bear."

"Oh." That explained Barnacles' size, strength, and coloration. 

"I produce a lot of heat."

"Oh."

"Come here, Peso." Barnacles held out an arm, indicating the space next to his broad chest. "Captain's order."

Peso almost declined out of pride and embarrassment at the shape he was in, but he was so cold, and it had felt… nice. Reassuring. To have Barnacles hold him. So, tired and unable to resist the offer of warmth, Peso crawled across the cabin and collapsed against Barnacles' side.

Barnacles pulled Peso in again and soon he found himself relaxing in the warmth that managed to emanate through Barnacles' thick silvery suit. His shivers abated and he dozed, lulled by Barnacles' steady breathing, the vibrations of the gup, and a deep sense of safety. 

Then bright light flooded the gup, startling him awake. He jolted upright, hot with the realization that he'd fallen asleep on the captain's shoulder. He pulled away, finding it difficult with the weight of Barnacles' arm around him. 

"I'm so sorry, Captain," he said huskily. 

"Not at all." In the light, Peso could see Barnacles' smile, a gentle crinkle around his eyes, the faintest curve to his lips. 

"We're here," Tweak said, twisting in her seat. "Y'all okay?"

"Yes." Barnacles slowly got to his feet and helped pull Peso up beside him. "I'd say your protective suit was a success. But perhaps you can prioritize a uniform for Peso?"

"You got it, Cap." She leaned in close to Peso and tugged on his wet lapel. "I have a few design ideas I'd like to try."

They disembarked as the other two gups surfaced. The Octonauts gathered around Barnacles and Peso, offering their congratulations on the successful mission, and Peso finally got an introduction to the last two members of the team.

"Welcome, Peso." Dashi, a petite brunette in a pink skirt and tall boots, her hair in pigtails, welcomed him with a hug. "I'll come by tomorrow and we'll get you set up in the system."

"Good to meet you." Shellington hopped out of the Gup A, a sprightly little otter carrying a side bag heavy with books. Peso blinked at the sight of him--his common form was so animalistic, that Peso initially thought that Shellington, like Inkling, wasn’t wearing one, until he saw his hands and the shifted fingers. “We’ll work closely together, Peso. I keep records of everything we find out about new creatures and situations--I write the creature reports.”

“Well, we now know that sharks need to pick the harpoons out of their food before they eat it,” Peso said.

“Indeed!”

A groan tugged Peso’s attention away to find Tweak helping Barnacle’s to remove his heavy protective suit. Barnacles moved his injured arm very little, and grimaced whenever Tweak tugged on that side of his suit. Beneath the suit he wore the simple blue-green uniform that Peso had seen before.

“Let’s look at that arm,” Peso said, joining them. He couldn’t recall if the medbay had an xray machine, but it at least had the materials for a sling. “Please come with me, Captain.”

Barnacles nodded. “Octonauts, get some supper and rest,” he said to the group. “Fantastic job, all of you.” To Tweak, he added, “Can you please ask the vegimals to send supper for Peso and me to the medbay? I don’t think we’ll make it to the kitchen.”

“You got it, Cap!”

And then Peso was hurrying down the Octopod corridors alongside her giant captain, his bare feet silent next to Barnacles’ thudding boots, hugging his medical bag.

“You must be cold,” Barnacles said when they arrived at the medbay doors. “Do you want to get some dry clothes?”

“Oh, no, it’s okay.” Peso had been enough of a bother as it was. “I’ll just wear an examination coat. And this won’t take long. Please, come in. Have a seat and remove your jacket and shirt. Do you need any help?” As Peso spoke, he waved Barnacles in and nodded at the table. While Barnacles made his way over, Peso quickly stripped out of his black jacket and unbuttoned his now crimson-stained shirt. He dug into the medbay’s narrow closet and pulled out a coat. When he turned, sliding it on, it was to see Barnacles perched on the edge of the table, his blue gaze fixed on Peso, his expression troubled. 

A little self conscious, Peso swiftly buttoned his coat to cover his body, tiny and fragile in comparison to a polar bear.  _ If our species lived on the same side of the globe, I definitely would have been your prey.  _

"Can I help you, Captain?" Peso prompted again. 

Barnacles blinked and shook himself. "Ah, yes, if you could…? I just need… these buttons..." He fumbled one-handed with his jacket buttons and started to lift his injured arm, but winced and dropped it back to his lap.

"Let me." Peso hurried over and quickly began unbuttoning Barnacles' jacket from the top, feeling inexplicably warm when Barnacles lifted his square chin to give Peso easier access.  _ His ears! _ Peso hadn't noticed before, but Barnacles' ears were tufted with white fur, looking strangely soft for an apex predator. He hadn’t noticed before because it blended in with the short, militaristic cut of his white hair.

"Sorry about this," Barnacles said as Peso worked down his chest. "I don't usually have trouble undressing myself."

Peso laughed softly, keeping his gaze on the column of buttons. "Well, I don't usually fall apart after a simple extraction and then fall asleep on my captain."

"There was nothing simple about it," Barnacles said, just as softly. That close, Peso could feel the deep rumble of Barnacles voice in his own chest. "And whenever you need help, I'll be there for you, Peso. We all will. The Octonauts are a team."

"Thank you, Captain," Peso could barely manage through a suspicious restriction in his throat.

He finished the buttons and helped push and tug the jacket off Barnacles' arms. He wore a long-sleeved blue button up underneath, which Peso made short work of, and when that slid away, he was down to a plain grey, sleeveless undershirt that did absolutely nothing to hide the mountains of well defined muscle in his chest, shoulders, and arms. 

Peso began to feel dizzy, caught up in a sudden rush of… admiration? Curiosity? Attraction? Despite his calm, almost fatherly exterior, underneath Barnacles was a bear shifter in his prime. An aura of power and authority rolled off him, washing over Peso, waking his senses, making his stomach twist and hands shake from holding them back from reaching out and...

_ Focus, Peso. He's your patient. He's hurt.  _

That thought helped bring him back. He shook himself and forced his gaze to see only the injured arm and shoulder and nothing else. He gently palpated the developing purple and red bruises, seeking out hard places, evidence of blood clots or breaks. He gently worked Barnacles' wrist, elbow, and shoulder to explore the limitations in their movement. He tested each finger to determine if there was any nerve damage from the crushing force of Martin's bite. For a moment he indulged himself investigating Barnacles thick, blunt claws, noticing how they'd been carefully filed down. 

"It looks like only soft tissue damage and a sprained shoulder," Peso determined. Going through the exam had brought him back to himself, gave him a sense of purpose, and detached him from the fear and confusion of the past few hours. He was able to smile at Barnacles. "Are you in much pain?" he asked, noting Barnacles’ rapid breaths and the glimmer of white around his eyes.

“Not much,” Barnacles said tightly.

Peso moved away to rummage in his cabinets until he found painkillers, more gauze, muscle liniment, and a tiny freezer of gel cold packs. When he turned back, again the weight of Barnacles’ gaze was on him and again Peso faltered at the sight of him. He was so... impressive. It was all Peso could think to describe him. 

_ Patient! _ he shouted internally to get his feet moving and his blush to subside. 

“This will help your muscles relax,” he said as he rubbed the liniment into Barnacles’ skin. “And I’ll wrap your shoulder and sling the arm. There are exercises for sprained shoulders--I’ll get them for you once I’m on the internet. And you should be good as new in a few weeks.”

“Thank you, Peso.”

Peso finished with the wrap and sling in time for the vegimals to arrive with two plates of food. He accepted his eagerly and collapsed in his chair to eat. He couldn’t remember the last time he’d been so tired and hungry. 

Barnacles slung his jacket and shirt over his uninjured shoulder and accepted his plate in his free hand. “Good night, Peso,” he said, already partially out the door.

“Oh, uh,” Peso hurriedly swallowed. “Yes, you too, Captain. Wait, um--" He jumped up and scrambled to find his discarded jacket as Barnacles watched in bemusement. When he finally found what he'd been looking for, he approached Barnacles shyly. "Your sticker," he said, holding it up between two fingers, half expecting Barnacles to refuse it. But Barnacles merely waited as Peso peeled it free and gently flattened it on his chest, his hand shaking a little and overly aware of Barnacles’ body heat. It was a little winking cartoon penguin, and Peso fought a blush at what he'd just inadvertently done. "Um. Please, call me if you experience any severe pain, or if you need help.”

“I will. Thank you.” Barnacles looked down at the sticker, nodded, and then strode away.

Peso finished eating and slumped back in his seat. He didn’t want to move, and his room seemed very far away. With the last of his waning energy, he shut off the medbay lights and found his way onto the examination table. There, he curled in his coat, gazed at the dark sea outside his window, and imagined that he could still feel Barnacle’s polar bear warmth soaked into the thin padding.


	3. The Octonauts and the “Walrus” -- Part One

**Summary for the Chapter:**

> Barnacles is so done with being alone.

**Notes for the Chapter:**

> Inkling’s got some sass going on. Not sure where that’s coming from, but I’m into it.

3\. The Octonauts and the “Walrus” -- Part One

"Good as new," Peso said, placing a sticker on the walrus' bandaged flipper.

"Ach, thank you, Peso.” The walrus wuffled Peso’s chin, making him laugh. “You're a lifesaver!"

Peso demurred, as he usually did, "I help any creature who is sick or injured." He pushed his hair back, gathered his supplies, and turned to smile at Barnacles and Kwazii. "All done!"

Barnacles sighed inwardly in wistful admiration and longing. He was so… so… wonderful. Skilled. Adorable. Valuable. Vulnerable. Lovable. Just… perfect. Everything Barnacles never knew that he wanted. 

He could pinpoint the exact moment he'd fallen snout over claw for Peso--when he'd fallen apart in the gup on his first mission and allowed Barnacles to comfort him. 

Oh, he had proven himself as a doctor and an Octonaut by earning Martin's trust and successfully treating him, for which Barnacles deeply respected him. But it was the quiet moment when they had been alone and Peso had curled up against him, shivering and tiny under Barnacles' arm, that Barnacles held close to his heart, playing the memory over and over. 

And then the moment soon after when Peso examined Barnacles' arm and shoulder, touching him so gently, so lightly, completely unafraid, all the while with colour high in his cheeks, his brown eyes dark, his over-large examination coat gaping a little over his narrow chest. 

_ "Are you in much pain?" _ Peso had asked.

_ Only in my heart _ . Barnacles' breast had been tight, he could barely catch his breath. The ache of his arm had been distant, dwarfed by a powerful agony of longing. Something he'd never experienced before. Something with which he was completely unequipped to handle. 

_ Is this love? _

He'd felt  _ desire _ before-- sharp impulses of the body, similar to hunger-- but he'd never acted on it. 

_ I can't fall in love.  _

_ Especially not with a crew member. _

"Well done, Peso," Barnacles forced himself to say as Peso packed up. What he always said, because if he wasn't careful some other words might slip out. 

"Thank you, Captain." Always polite, always modest, Peso just nodded quietly. 

"Eh, Peso, I'll race you back to the gups," Kwazii said, nudging Peso with a hip, striped orange tail curling around his leg. 

Peso coloured and Barnacles smothered his annoyance at his first mate. Kwazii seemed comfortable with Peso where Barnacles could only give commands, discuss missions, and offer those stilted congratulations. And Peso seemed to flourish under Kwazii's attention, losing the shyness he exhibited with Barnacles. 

"I'm not going to beat you in a foot race," Peso said, his expression wry. He shook his leg free from Kwazii's tail. 

"You can swim, mate." They stood on one edge of the walrus colony's long, rocky island, where it rose up to a small cliff overlooking the sea. Kwazii pointed at the gups, bobbing in the water at the far end. "I'll run. You'll have farther to go, but I'll have to get past all of those walruses."

"Captain, is that okay?" Peso turned his large, dark eyes on Barnacles.

_ Oh yes, everything you do is better than okay. _ "Kwazii, be careful," Barnacles said. "We may have the walruses' friendship for now, but if you step on a flipper that could change quickly."

"They won't even see me, Captain." Kwazii grinned his wide, toothy, confident grin and belted out, "Onyourmarkgetsetgo!  _ Yow! _ " He performed a flip and took off running, dodging past a female walrus warming her belly in the sun.

"Oh!" Peso started toward the cliff, stopped, and returned to Barnacles. "Captain," he stammered, his gaze on the rocky ground. "Could you… would you mind… carrying my bag?"

"Of course, Peso." Barnacles held out a hand. "Go ahead. Be careful."

"Mm!" Peso nodded determinedly, lifted his bag onto Barnacles' palm, and ran for the cliff. He paused for a moment, searching the surging grey waters below, and leapt in a graceful dive. 

Barnacles watched, taking advantage of Kwazii’s absence to blatantly admire Peso’s black and white form and perfect arc. He hadn’t told the other Octonauts his species, but Barnacles had his suspicions based on Peso’s affinity for water and how good he looked in his black and white uniform. Tweak had designed it based on the sharp, but simple suit he’d worn on his first day--but a snug wetsuit instead of fabric.

Peso disappeared under the waves with a tiny splash. His shadow curved back toward the island and vanished from view. Barnacles suspected that he would not surface for air until he reached the other end of the island.

Barnacles shook himself and headed toward the gups. Kwazii was already halfway there, just an orange figure leaping over prone walruses and executing quick somersaults to get past them. At one time, Kwazii’s antics would have made Barnacles nervous, but he’d learned to trust Kwazii’s abilities. If he said the walruses wouldn’t notice him, they wouldn’t notice him.

Barnacles, on the other hand, offered pleasant greetings as he sidled past the island’s occupants. “Yes, we were happy to help. Pardon me. That’s what the Octonauts do. Yes. Excuse me. Thank you. Have a great day.” 

He’d managed to get close enough to the gups to hear Kwazii’s  _ Yow! _ of victory and see him perform a somersault from the shore to the Gup B, and then see him tumble yowling into the water when Peso popped up and startled him. 

Peso hung over the Gup B, laughing breathlessly, hair plastered to his skull, as Kwazii surfaced, ears flat with displeasure. Kwazii splashed him over the gup’s nose. Peso splashed back. The two disappeared in a storm of splashing.

Barnacles reached the shore, a conflict of amusement and envy twisting in his chest. He wished he could join them.

“All right, Octonauts,” he said, looking down at them from the rocks. “Let’s head back.”

Peso immediately boarded the Gup A, his downturned face making Barnacles twinge unhappily--he didn’t want Peso to leap to obey him as though he was afraid. He wanted Peso to be comfortable with him. To… to  _ like  _ him, maybe.

Kwazii complained, but climbed into the Gup B without argument. “Race you to the Octopod?” he asked.

Barnacles stepped onto the gup, riding out the roll as it rocked under his weight, eyes going skyward at Kwazii’s question. Was everything a game to him?

The return trip was quiet. Barnacles piloted the gup with only half of his attention. The rest was with his passenger. Peso hugged his bag, his gaze unfocused on the grey-green sea rushing past the window.

_ “How do you like the Octonauts?” _ Barnacles almost asked. 

_ “Why did you become a doctor?” _

_ “Why did you want to join the Octonauts?” _

_ “Do you like males? How about bears? No reason, just curious.” _

Barnacles snickered to himself at the last question that came and went from his mind. Peso’s dark eyes flicked to him and his cheeks reddened, and for a terrifying moment Barnacles wondered if he had spoken it out loud. Then his head dropped and he hugged his bag tighter, as though trying to disappear in his seat.

Barnacles opened his mouth, trying to say something, and his voice died. What could he say? What would make Peso stop being so timid around him? What would bring back the determined, confident Peso who had examined Barnacles those months ago? What would bring them back together, so Barnacles could pull him in for an embrace, comforting and protecting him?

The steering creaked and Barnacles immediately relaxed his grip. He breathed out carefully, steadily, trying to release his frustration. 

It didn’t matter what he said. He couldn’t reach out like that. He couldn’t form that kind of relationship with a crewmember. 

He couldn’t form that kind of relationship with  _ anyone _ . The shifters they met were citizens of the oceans--if Barnacles had a relationship with one, he would become unacceptably biased. If he tried to have a relationship with a shifter on land, he would see them only a few times each year. Likewise for an Octonaut on another ship.

_ Why does this hurt so much? _ He didn’t understand why now, suddenly, loneliness crushed him as viciously as Martin’s jaws. He’d never felt alone before, not surrounded by his loyal friends and crew, not within the larger Octonauts organization. But every time he looked at Peso or heard his voice or watched him play with Kwazii, it drove his isolation deeper. He wanted  _ so badly _ . Wanted… but couldn’t have.

So long as he was the captain, he was alone.

**

“I’m thinking of retiring,” Barnacles said.

Inkling didn’t have facial expressions, not as Barnacles understood them. He didn’t have the same mannerisms as a shifter or a mammal. But. Barnacles certainly understood what it meant when all of Inkling’s eight arms curled up toward his body, where he filled his motorized chair.

“Why on Earth would you do such a thing?” Inkling’s voice was calm, but only because Dashi hadn’t configured it to display emotion.

Barnacles scratched his stomach and watched a school of long, striped fish swim past the library window. Would Inkling understand? Did octopuses form romantic bonds?

“I…” Barnacles’ throat closed. He cleared it and tried again. He didn’t need to hide anything from Inkling. Inkling had been the Octopod’s Commissar for several captains, keeping watch over the crew, advising them, collecting information on the vast seas and the citizens within. “I… find myself… feeling… like my time is nearing its end.” Not quite the declaration he’d intended. But how could he admit to the real problem? A powerful captain, renowned for his strength, and he was… lonely?

“But you’re just getting started, my dear boy. You’re one of the best.” Inkling reached out an arm to press a button on his chair arm. Vegimalese answered him over the communicator. “Yes, please, Tunip. A tray of tea and scones for me and the captain, thank you.”

In the silence that followed, Barnacles shifted uneasily and wandered to the other window. More water. More fish. He thought about the beauty of the ocean and the sense of satisfaction that came from offering protection to those in need. His work was never easy, but the feeling of purpose and joy it gave him was unlike anything else. 

Could he really give that up? Is that what he was considering now?

Vegimals entered, set a tray on the table in front of Inkling, and departed. Inkling carefully poured tea from an ancient ceramic pot into two small cups, added honey and lemon, each movement graceful, measured.

“Come here, Barnacles. Drink some tea. Tell me everything.”

Barnacles almost refused. He almost made an excuse to leave. But when he finally turned and found Inkling watching him, there was a sense of ancient, cephalopodan calm about him. He was old, his luminescent, horizontal eyes had seen so much. Surely, he would not be surprised or upset by anything Barnacles could say.

So Barnacles dragged his feet to the seat across from Inkling. He wedged himself into the chair, picked up the hot cup, and cradled it in his claws, breathing in the lemony steam. Staring into the dark amber liquid, he thought about Peso’s dark eyes.

“I’m… lonely,” he choked out, his voice as thick as the honey. “Being captain is… it’s lonely.”

“Yes.” Inkling coiled an arm around Barnacles’ wrist, cool and reassuring, his suckers like tiny, gentle hugs against Barnacles’ skin. “You aren’t the first to say so. Drink. The first step to any solution is: drink tea.”

Barnacles smiled sadly. He would miss Inkling. Carefully, he brought his cup up, blew, and sipped. He made a face at the bitterness. “I prefer hot cocoa.”

“This is a library, Barnacles, not a winter fair.”

Barnacles sipped again, his smile growing in strength.

“Now that we’ve had tea together, we can talk. You say that you are lonely. It is not friendship you seek, but companionship, am I correct?” 

“Ye-es,” Barnacles said slowly. “Yes. Um. Mammals. We… we do need romantic relationships. To… to thrive.”

“Yes, I have read a few encyclopedias in my time. I’m aware of mammalian tendencies.” Inkling worked his cup in under his body, where Barnacles assumed his beak could somehow drink from it. “Has something triggered this sudden need?”

“I… I don’t know,” Barnacles lied. “It might be… biological?”

Inkling was quiet for a long minute. Barnacles occupied himself with drinking his bitter tea and spreading jam on a scone.

“Then you may indeed need to leave the Octonauts,” Inkling said.

Barnacles dropped his scone, startled by the blunt statement. He wasn’t ready for that! “I… I don’t… I suppose?”

“Kwazii will take over, yes? That will take some adjustment. For him, mostly. I don’t think he’s quite ready for the responsibility, but who is?”

“Now wait--” Barnacles’ head swam at the thought of Kwazii as the new captain. How would he lead the Octonauts? Probably into adventure, danger, and notoriety, cackling all the while.

“Or you can tell me the truth,” Inkling continued. “For, if what I believe is true, there may be another way.”

“What do you mean?” Barnacles rescued his scone from the table and surreptitiously wiped a smear of jam away.

“I suspect that you met someone and you are suddenly aware of the barriers to a deeper relationship.”

“Uh…” Was he that obvious?

“Could this be the case?”

“Ye-es.” Barnacles stuffed the scone into his mouth before he could accidentally say more.

“There are certain regulations--”

“I know!” Barnacles snapped, sharper than intended, crumbs falling from his mouth. “I know,” he said more quietly. “There are regulations. I know it’s not allowed.”

“There are certain regulations that I think you should  _ look at again _ ,” Inkling continued. “There are certain… exceptions… to certain rules. I encourage you to review them when you get the opportunity. And only then should you decide if you truly wish to retire.”

“What?” Barnacles straightened, bumping the table with enough force to make the cups rattle. Hope bloomed in his chest. 

“I certainly can’t provide any advice on the relationship side of things, but Commissars are truly well-versed in the Octonaut regulations.” Inkling squeezed his wrist again. “More tea?”

**

Dashi slogged out of the launch bay’s pool, dismissing her helmet and cursing under her breath. It should have been a perfect day to drift around the sea mount, capturing sea turtles getting groomed by little cleaner fish, but  _ no one _ had shown up. Not a single turtle. Did someone tell them? Were they playing shy? She’d managed a few pictures of interesting plants, but there were only so many pictures of plants that a girl could post to Instagram and still keep her followers.

“Dashi,” came Barnacles’ deep greeting from behind her.

“Captain!” Dashi whirled around, startled. She tried to smile, but couldn’t hide her confusion. She found him leaning by the Gup A, not doing anything as far as she could see. He looked troubled, his white brows pulling together and his arms folded. “How are you? Working on the gups?” 

“I need your help, Dashi,” he said.

“Oh.” She glanced around but saw no sign of the other Octonauts. Had there been an Octo-alert?

“Your advice, to be more specific.” He straightened away from the gup and approached. When he was only a few feet away, he scrubbed his palms on his thighs and looked away, at Tweak’s empty bedroom. “Dashi, I…”

Was he  _ nervous _ ? Dashi had never seen, nor thought she would ever see, Barnacles nervous. Even her keen nose had never picked up anything but cool, calm confidence, even in the most dire situations. And yet, here he was, reeking of something suspiciously similar to fear. But what a polar bear could fear, she had no idea.

“Captain, are you okay?” she reached out, touching his tense arm. “Whatever I can do, you just need to ask.”

“Dashi, how do I… How do I tell someone that I…” The expression of discomfort on his face made Dashi’s stomach turn in sympathy. “That I... like them?” 

Dashi almost fell over. “ _ Like them _ ?” she repeated, disbelieving. “Like…  _ like-like _ them?”

He nodded and then shook his head. “You know, uh, forget that I asked. I’ll… look it up, maybe. I shouldn’t have asked you.”

“No, wait a minute!” She grabbed his sleeve when he started to turn away and he was good enough not to drag her off her feet. “No, it’s okay, Captain. I’m… happy to help. I was just surprised. I didn’t think you… Well. You know.” She was burning to find out who could have attracted the stoic and powerful captain’s attention that way, but didn’t want to push it. Maybe one of the lady walruses had been a shifter? “Let’s go to HQ, kick everyone out, and talk over some hot cocoa.”

He smiled thinly. “Much better than tea.”

It turned out that they didn’t need to kick anyone out. HQ was empty and the hot cocoa was hot, and Dashi found her bad mood banished by the chance to help her captain in such a way. He had reached out to  _ her _ with this deeply personal question--she would do everything in her power to help him and repay his trust and faith in her.

“So,” she said, curling in her chair. “You like someone and you want to tell them. Do you know if they like you?”

“Um. No? How can I know that without asking them?”

Dashi fought a smile. She didn’t want Barnacles to think she was making fun of him, but his inexperience in this matter was astounding.

“Okay. Um. Usually it can go one of two ways. They can be really clingy, or they can be really shy. Are they clingy or shy?” 

After a moment, Barnacles nodded. “Shy.”

“Are they shy with other people?”

“No. Not really.”

“Are they afraid of you?” That was certainly a possibility given that Barnacles could shift into a fifteen hundred pound predator. Though that shouldn’t bother a walrus.

“No, I don’t think so.”

“Good, good. So they don’t really meet your eyes much? They seem nervous when they talk to you? Maybe they blush a little bit? But they don’t avoid you?”

Barnacles seemed to think about this. Then he nodded. “Yes. I… I think so.”

“Okay, so your chances are good.” Dashi grinned as Barnacles smiled and then looked immediately alarmed, blue eyes widening.

“Do you think so?” he breathed, wonder and terror rising on his face. “Is it even possible?”

“Why not? You’re fucking massive, Captain--pardon my language--and one of the coolest, bravest, smartest, most awesome men I’ve ever met. I would date you if you were allowed.”

He laughed. “Thank you for the morale boost, Dashi.”

“I’m serious. You’re amazing. I’m always surprised when the shifters we meet don’t throw themselves at you. I think it’s just because Kwazii gets in the way.”

Barnacles’ humour faded. “Indeed.”

“Okay, so, telling them that you’re into them. You just have to go out there and do it, Captain. Maybe, um, maybe have a meal with them, alone, and let them know that you want to date them. But don’t leave it too long--you never know when something will happen. Life’s short, you know? And since they’re shy… maybe try to be gentle? And let them know that nothing bad will happen if they say no, of course. And let them take the lead.”

“Take the lead in what?”

Again, Dashi had to struggle not to laugh or smirk at how adorable Barnacles could be. “You know. In how fast you go… Like… um… kissing? You know what kissing is, right?”

He glared at her, but, from the slight overtones of spicy arousal Dashi could sense, he certainly knew what kissing was and he was probably imagining it at that moment.

“And that’s my cue to leave.” Dashi stood and stretched. “I think you’re all set, Captain. Go out there and make a fool of yourself. Best of luck. I’ve heard walruses can be pretty rough.”

She strode out, missing his confused expression.

**

Barnacles mindlessly battered the punching bag in the recreation globe, sweat pouring down his skin, torn by conflict. 

He'd read through the regulations. Twice. Three times. Ten times. 

He'd gone over his conversation with Dashi just as many times.  _ "Your chances are good," _ she'd said.  _ "Go out there and make a fool of yourself." _

_ "Be gentle. Go slow." _

The thought of being gentle and going slow with Peso made him shiver. The thought that Peso might be shy because he was  _ interested _ turned the shiver into a full blown tremble of excitement. 

Could this all be possible?

Could he have what he wanted?

He was ready to try. Maybe. He  _ could _ be ready. 

But it could all go so terribly wrong. What if he was reading the situation all wrong? What if Peso really  _ was _ afraid of him? What if revealing his feelings made it worse? What if Peso started avoiding him?

Or what if Peso  _ gave in, _ but it was out of fear? That would be… purely awful. If Barnacles were to move in for a slow, gentle kiss and Peso tolerated it, his disgust and fear paralyzing him. If Barnacles were to mistake that for affirmation, but it was just terrified submission--?

The punching bag ripped from top to bottom with a loud howl, spilling sand all over the cork floor. Barnacles jumped back, breathing hard, his pulse surging. He wiped a wrist across his brow and watched in dismay as the sand finished trickling out. 

Once he'd caught his breath, he called the vegimals on the room's communication panel. "Erm, yes, Tunip, I’m in the rec globe. It, erm, it happened again."

A stream of annoyed vegimalese made him wince. "Sorry."

He was saved from further apologies by the familiar "Bwoop, Bwoop" of the Octo-alert. Relieved, he switched over. 

"Report," he demanded when Kwazii appeared on screen.

Kwazii was floating out in the water, surrounded by green seas, a pained smile on his face. “Eh, um, hi, Captain. Do you remember that old saying: You shouldn’t bring a knife to a gun fight?”

Barnacles did not like where this was going. “Yes?” he growled.

“Well, um. I brought a wrench. To a swordfish fight.” With a grunt, he lifted his other hand to show one of Tweak’s enormous, Octopod-sized wrenches. A suspicious red liquid clouded the water. 

“Kwazii?” Barnacles demanded in rising concern. “Are you bleeding?”

“Can you ask Peso to meet me out here? And let him know there’s a swordfish here with a broken bill?”

“Kwazii…” Octonauts didn’t fight, but Kwazii did tend to push the boundaries. Barnacles could only hope that no one was seriously injured--he would have to think about disciplinary action later. “We’ll be there soon. Put pressure on the wound.”

“I will.”

Barnacles triggered the Octo-alert and announced over the general speaker, “Octonauts, to the launch bay!”

He rushed there himself, forgetting about his dilemma until he entered the large room and found Peso already waiting, bag in hand. 

“Cap--” Peso started to greet, and then stammered to a halt, his eyes wide and his face pink as he stared at Barnacles. 

Barnacles looked down at himself. Ah. Yes. He’d been boxing in his shorts. Just his shorts. Now he was going to be shirtless and sweaty in front of his Octonauts.

_ Is he looking at me?  _ Barnacles wondered. Peso dropped his gaze and hugged his bag, but those dark eyes rose again, peeking up at Barnacles through his lashes.  _ Is that… Does he like what he sees? _

Barnacles shook himself. He would worry about it later.

“Kwazii somehow got himself on the wrong end of a swordfish,” Barnacles said. “He needs you, Peso.”

Peso nodded, his shyness vanishing. “Right.”

The other Octonauts began to appear. Barnacles ignored their startled looks as he ordered, “Dashi, go with Peso. It sounds like he’ll need back up.”

“Yes, Captain!” 

“I’ll follow in the Gup A. Tweak, you’re with me. If Kwazii’s injured, someone will need to pilot the Gup B. And, um, if you have a spare wetsuit?”

“You got it, Cap!”

They found Kwazii not far away--he’d been exploring a slender canyon. He was clinging to the wall, one clawed hand holding him steady, the other pressed to his stomach. Three swordfish circled nearby.

"Kwazii!" Peso's worried cry as he plunged into the water would later make Barnacles wonder: was there more than friendly concern in his voice?

"Good timing, mates," Kwazii said raggedy over their communicators. "The little nipper told me her name, and, well, here we are." He shifted, revealing a small bluefish hiding behind his body. The movement caused another swirl of blood to leak from under his hand.

“Oh, Kwazii,” Barnacles sighed, a mix of disbelieving, annoyed, and admiring. Kwazii could make some pretty poor choices, but he would sacrifice his own safety in a heartbeat if it was to protect someone. Anyone. 

The three swordfish, perhaps sensing the blood, rushed at him.

Barnacles sped the Gup A in close to cut them off. “Attention, swordfish,” he said over the gup’s speaker. “That bluefish is now under the protection of the Octonauts. Please depart.”

“That was our food!” cried the swordfish in the middle, a female with a bent bill. “You want us to starve, Octonaut?”

“Not at all.” Barnacles nodded at Tweak, standing ready in the gup’s entry chamber. She nodded back and triggered the port to open. In moments, a hundred fish biscuits floated free into the water. “We brought you a replacement lunch. Please enjoy.”

The two other swordfish immediately attacked the biscuits, devouring them in quick bites. The female charged up to Barnacles’ window. 

“And what about my bill?” she demanded. “I can’t hunt like this!”

“Please return to the Octopod with us. Our doctor, Peso, will help you.”

She scoffed. “Like I would trust you?”

“The Octonauts protect all sea creatures, and that includes you. It was not our intention to hurt you, and we will do everything in our power to assist you to recover.” Barnacles gestured toward the other gups. “If we wanted to capture you, we would have brought a net. But you have nothing to fear from the Octonauts.”

She swam in place for a moment, obviously thinking, and then nodded. 

As Barnacles pulled away from the canyon, slowly enough for the swordfish to swim alongside the gup, he glanced at the Gup E where Peso was assisting Kwazii, now wrapped around his middle with a stained bandage, to ease into the gup. There had to have been a better way to protect the little bluefish than fighting off her predators--how was Barnacles going to get that into Kwazii’s head?


	4. The Octonauts and the “Walrus” -- Part Two

**Summary for the Chapter:**

> Peso is secretly the boss.

**Notes for the Chapter:**

> Notes: I know there’s, like, no real need in the world for Octonauts romance, but I’m having waaaay too much fun writing this.

4\. The Octonauts and the “Walrus” -- Part Two

"Looks too perfect, Peso," Kwazii complained, eyeing the tidy row of stitches crossing the left side of his lower abdomen. "Looks like I got my appendix out. No one's going to believe I dueled a swordfish."

"They'll believe you because no one would brag about dueling a swordfish." Peso glared over his mask and immediately coloured when Kwazii smirked lazily back at him. Even lying on the medbay exam table, he looked like he was lounging on satin sheets, utterly relaxed, shirtless, one knee up, the tip of his tail twitching rhythmically in the corner of Pesos eye. 

"I didn't mean to, but when that little bluefish told me her name, I had to protect her, didn't I?" 

"And the only way you could think of was arming yourself with a wrench and challenging the swordfish to a duel?"

"Worked, didn't it?"

Peso pressed his lips together. There was no use arguing with Kwazii. Instead, he washed the area around the stitches with an antimicrobial cleanser, trying to ignore the way Kwazii's muscles tensed and slid beneath his fingertips, the way Peso could feel the weight of his one-eyed stare. 

At least Peso's expression was mostly hidden behind his mask. Kwazii wouldn't be able to see his blush.

"I need to shave the area," Peso said when he'd cleaned the blood, pushing himself away from the table. 

"Um, no, I don't think so, mate." Kwazii sat up to examine the wound. 

"It needs a bandage. Your fur will get in the way. And then it will get ripped out."

Kwazii made an uncomfortable noise. "It looks good now, Peso. It doesn't need a bandage."

Peso moved to his wall of supplies and dug out a sanitized razor and gel. When he turned, he rolled his eyes to see Kwazii standing. "Do you want a sticker or not?"

Kwazii's lean, catlike features froze. He glanced from the razor, to his stomach, and back to the razor. Indecision worked over his face before he finally slumped. "I do," he murmured. Then, a smirk growing, he added, "I do want your…  _ sticker _ ."

Peso ignored the heavy innuendo, as much as his blush threatened to burn right through his mask. "Then lie down, please."

Slowly, bonelessly graceful as though he hadn't been bleeding all over Peso's gup only an hour earlier, Kwazii resumed his position.

Peso took a breath and approached the lean, well-muscled figure laid out for his attention.

His door chimed, making him start. He swallowed a surge of--relief? annoyance?--and set his tools aside. 

"Hello?" he said, pulling down his mask and triggering his door to open. He blinked in surprise to see Barnacles filling the space on the other side. "Oh, uh, Captain. Are you okay?"

"Yes, thank you, Peso." Barnacles' warm smile and warmer voice melted Peso's knees to water, as always. At least he was dressed--seeing him shirtless and sweaty, his muscles enlarged and sharp from exertion, had just about made Peso keel over. "Quite well. I'm just here to speak with Kwazii." His smile faded as he said Kwazii's name--his mild version of a frown. His blue eyes cooled to ice. He wasn't happy. 

Peso couldn't blame him--Kwazii had put himself in a great deal of danger, suffered an injury that could have been fatal, and put their mission at risk. Octonauts did  _ not _ engage in combat. 

But…

"I'm treating him right now," Peso said. "And then he will need to rest. I'm sorry, Captain, but you'll need to wait."

Barnacles blinked and his white brows lifted just a smidge. 

"Peso, I really do need to speak with him. There’s a swordfish with a bent bill to answer to."

"I will treat her bill once I'm done here. She can rest in the medical tanks. But Kwazii also needs to rest. He lost quite a lot of blood."

That arctic stare focused on Peso. Briefly, Peso's usual nervousness around the hugely muscular bear shifter changed from attraction to actual fear--Barnacles could easily remove Peso as an obstacle. Permanently. 

But Peso was a doctor. He wasn't as strong as Barnacles or as brave as Kwazii or as smart and clever as the other Octonauts, but he would never, ever let his fear--or other feelings--get in the way of caring for his patients. No matter how stupid they were. 

"Sorry, Captain," Peso added, lifting his chin. "I'll let you know when he's well enough to report."

Barnacles heaved a breath that strained his uniform. "Please do, Peso." He stepped back. "And… thank you."

Peso's tension drained, leaving him dizzy. He nodded. "It's my duty and my pleasure, Captain."

When the door irised shut, Peso steadied himself with a breath and turned back to his much too attractive patient.

Kwazii studied him with an unusually serious expression and rare stillness. Only the tip of his tail moved. "Thanks, Peso," he said after a moment. 

"You're my patient, Kwazii," Peso chided him gently. "No need to thank me." He slid his mask back into place and collected his razor. "But no more arguing, yes?"

Kwazii nodded and didn't so much as flinch as Peso carefully slicked the area around his wound with gel and shaved his short, dense orange fur. The skin beneath was bone white and soft, the muscles firm. Peso's nervousness grew as he worked, but his hands were steady. 

A gentle rumble made him glance up to find a heavy-lidded green stare resting on him.

"Are you purring?" he asked, incredulous.

"Maybe," Kwazii murmured. His gold eye tooth flashed as he quirked a smile. "It's relaxing. Even if you are… ugh… shaving me."

Peso quickly finished, wiped away the excess gel, and peeled open a large bandage. He laid it carefully over his tidy stitches and sat back, rolling his shoulders. "Keep this on for at least a day. It will keep the wound clean until it finishes scabbing."

"How long for my fur to grow back?" Kwazii said sadly, laying a hand on the bare skin of his low belly. 

Peso couldn't resist a smile. "Maybe the bare patch will remind you not to pick fights." As he spoke, he peeled off his gloves and mask, disposed of them, washed his hands, shoved his white coat in the laundry. When he returned to Kwazii's side, he was rolling his sleeves back down. "Come on, Kwazii, I'll help you to your room."

Kwazii's gaze never left him as he moved around the medbay, unnerving in its intensity. Peso could almost feel it like a caress as Kwazii's stare crawled from his hands and forearms, up to his open collar, finally to meet his own eyes.

With a faint grunt, Kwazii slowly, stiffly sat up. Peso quickly caught him around his back, supporting him to rise. The adrenaline and endorphins must have been wearing off--he was trembling.

"I'll give you something for the pain," Peso said, unable to resist running a soothing hand down Kwazii's soft fur.

"No need, mate," Kwazii said hoarsely. His head leaned against Peso's shoulder, his ear brushing Peso's hot cheek. "Just keep doing that."

Peso obliged him with a few long strokes, indulging himself in enjoying the smooth texture of his fur, until Kwazii's purr sputtered back to life. He relaxed under Peso's palm, his breaths came with ease.

"Ready?" Peso asked.

"Aye." Kwazii pushed himself away and slid off the bed onto the floor. His clawed toes flexed, and he stood steady. Apparently merely purring had a restorative effect on felines--Peso filed that knowledge for future use. 

Peso hovered nearby until Kwazii took a few steps, proving that he wouldn't immediately fall over. Then he fetched a bottle of painkillers and joined Kwazii at the door. 

"I'll leave some with you," he explained. "In case you have trouble sleeping."

"I can't call you?" Kwazii asked, his grin returning. "All I need is your healer's touch, mate."

Peso rolled his eyes and wished he was still wearing his mask--his blush was probably obvious, staining his pale skin. "I need to sleep, too, Kwazii."

He immediately regretted his choice of words when Kwazii's grin sharpened. "Then stay the night."

"I…" Peso meant to respond with a firm negative, but with Kwazii--injured, in need, and so very strong, bold, and so attractive to Peso that it made his head spin--standing that close, he could barely whimper. "I can't, Kwazii."

Kwazii undoubtedly sensed his weakness. He eased closer, crowding Peso against the wall. His purr increased in volume, roughening his voice as he murmured, "But you want to."

_ Yes. Yes I do. _

But.

"I'm a penguin, Kwazii." The words came out with difficulty--Peso didn’t like talking about his species.

"I like birds."

"Penguins are monogamous."

Kwazii's head tilted. He probably didn't know the meaning of the word. 

Peso held up a finger. "One mate."

"At a time?"

" _ For life _ . We mate for life."

Kwazii recoiled. He looked confused, ears swiveling back as though listening for answers. "How? Why? And, uh, I'm not--you know, I like you a lot, Peso. I really do." He glanced away, finally freeing Peso from the trap of his stare and giving him a chance to breathe. "A lot," he muttered, almost to himself. Then his smirk reappeared. "Let's explore the idea, Peso."

As much as Peso's heart was jumping around and he wanted nothing more than to lean into Kwazii's body and let those claws find his skin… if he let himself go down that path, he could be severely injured. Penguins didn't typically partner with other species for that reason. 

So Peso straightened away. "You've lost a lot of blood, Kwazii. Let's get you to bed." He triggered his door to open. 

Two vegimals stood on the other side, their made-to-scale cleaning supplies at the ready. The first one--Peso hadn't learnt all their names yet--lifted its mop in greeting and gibbered something. 

"Oh, yes, please," Peso said. 

When he and Kwazii moved aside, they entered, talking amongst themselves. 

Peso escorted Kwazii to the transport tube to his dome and paused. "Use the lift," he said firmly. "No flips, no jumping, for at least two weeks. Drink some water and then go to bed. If you experience mild pain, take one of these. No more than one every four hours." Peso pressed the pill bottle into Kwazii's hand. "If you experience severe pain, if you notice blood soaking through the bandage, or if you feel faint or feverish, call me."

"I feel feverish now," Kwazii said, catching Peso's wrist and tugging him closer. "Anything I can do to change your mind, mate?"

Peso gently extricated his arm and continued. "I want to check it tomorrow, but I think you will heal just fine. I'll provide a report to Captain Barnacles about the time you'll need before you can go on missions again. Don't give me that look, Kwazii. It'll just be a few weeks."

Kwazii didn't lose his discouraged, kicked expression, like Peso had found the one way to truly hurt his feelings. 

Unable to resist, Peso stepped closer, reaching into his back pocket as he moved. "Be a good patient, Kwazii," he murmured, "and you'll get a sticker." He peeled the backing off a large sticker--a catfish doing a backflip--and gently laid it over the corner of Kwazii's bandage, letting his fingers brush across his furry belly. 

Kwazii visibly shivered, ears swivelling erect with interest and eye half-closing. "Aye, Peso."

"Good night, Kwazii. Remember. Water, rest, and I'll check in tomorrow."

"Aye, Peso."

When Kwazii didn't move, Peso triggered the door to open, gently cupped Kwazii's elbow, and urged him to enter. Kwazii obeyed sluggishly, turning to continue watching Peso, even as the door irised shut. 

Finally alone, Peso heaved a long breath. What was he going to do? If Kwazii kept making overtures like that, could he keep resisting? The moment he'd met the Octopod's second officer, Peso had suffered a heated attraction--Kwazii wasn't just physically gorgeous, but he was fun, courageous, kind, adventurous, protective to a fault…

_ Foolish _ , he reminded himself.  _ Gullible. Mischievous. Flirty. I doubt he would be satisfied to settle down with a penguin. _

To be completely honest with himself, Peso had no idea why Kwazii aimed his innuendos at him. He said that he liked Peso, but did he really? What could he see in a scrawny, timid medic who shifted into one of the silliest species possible--a small, graceless, awkward, flightless species of bird that spends half of the year fishing and finding rocks for each other, and the other half huddling over an egg?

Peso couldn't think of anything less suitable for the footloose, globe trotting Kwazii, though the image of Kwazii crouched over an egg in a snowstorm did briefly amuse him. 

_ It certainly won't work. He's probably just bored and I’m the only option-- _

His thoughts slammed to a halt when he turned to head back to the medbay and slammed his nose into a hard, warm surface. 

"O-oh," he exclaimed, back pedalling. "C-Captain. I'm sorry!"

"My apologies, Peso, I didn't mean to startle you." Barnacles caught his upper arm to steady him, and the hot touch did nothing to help him regain his balance. Speaking of people who could never be interested...

"It's okay, Captain. I don't know how I missed you." Peso shook his head at himself; he must be truly out of sorts to not notice a six and a half foot, white-haired bear shifter sneaking up behind him. "Do you need something? I just sent Kwazii up to get some rest." He eyed Barnacles' handsomely rugged face, wondering if he could dredge up the energy to protect Kwazii's peace again if Barnacles tried to push it. 

"I just want to show you something in the library when you have a moment." Barnacles' eyes crinkled with his usual smile, causing a flutter and weakness in Peso's chest. He gave Peso's arm a gentle squeeze and released him--the gesture was probably meant to be reassuring, but Peso found himself becoming tight and hot with unwanted excitement. 

_ What is wrong with me? _ Bad enough to have a seriously misplaced attraction to a cat, but to be head over heels for a polar bear? At the same time? And they're both his superior officers?  _ Maybe I just have a thing for men in command? Professor Inkling had better watch out… _

As Barnacles' smile faded to concern, Peso realized he'd been standing there in awkward silence for several seconds. 

"Oh, yes, of course, Captain. I just need to tend to the injured swordfish, and then I'm all yours."

Barnacles' eyes widened slightly and he straightened, palms flat to his thighs. Peso had a moment to worry about the reaction before Barnacles said, a little roughly, "Let me help you."

"Oh, no need to worry, Captain. It's a simple splint." Did he think Peso couldn't do the job?

"I just know it's been a long day for you. I'd like to help." Barnacles spread his hands. "I know enough to be a doctor's assistant, at least."

"Well, all right. If you want to." 

"I do."

Somehow, Peso managed not to fumble the swordfish's proboscis adjustment under Barnacles' watchful stare and with his broad shoulder occasionally brushing his own and his jacket off and shirt sleeves rolled up to reveal the rippling tendons beneath his obsidian skin. He was actually glad for Barnacles' presence when the swordfish angrily complained, again, that an Octonaut had interfered with her hunt. Barnacles calmly explained, again, the Octonauts’ creed, that they could not deny assistance to any sea creature, and offered her as many fish biscuits as she could eat until she was well enough to hunt again. 

"Three days," Peso assured her, tightening the bandage wrapped around her bill. "You'll be as good as new." He placed a sticker on her bandage--a waving octopus. "Tomorrow you can return to the ocean, but for tonight you should rest in here."

She started to object, but Barnacles loomed over her and said, "Doctors orders. The vegimals will bring you more biscuits. If you think you might get bored, I’ll ask Dashi to visit with some videos you can watch."

"Don't bother," the swordfish sulked, sinking to the bottom of the medical tank. 

Peso and Barnacles shared a shrug, washed their hands, and departed. 

"The library?" Peso prompted when Barnacles didn't immediately stride away, but instead just stood, gazing down at Peso like he wanted to say something. 

"Yes, of course," Barnacles said. He glanced away and straightened his uniform jacket. "Actually, Peso, it's been a very long day. If you're tired, I would completely understand. We can do this another time."

Peso shrugged. "I'm fine, Captain. Are you? Should I send you to bed?" The tease slipped past his lips before he could stop it--maybe he actually was too tired!--and he coloured, expecting Barnacles to gently chide him for stepping out of place. 

Instead, Barnacles inhaled sharply and looked away, his hands again pressed to his sides, his posture stiff. "Perhaps another time," he said roughly. "But I am certainly well-rested now. Let's go."

"Mm," Peso nodded and followed Barnacles' imposing figure and swift stride deeper into the Octopod.

The library welcomed them, cool and quiet, the only sounds the omnipresent rumble of the Octopod and faint humming from Professor Inkling’s empty tank. Barnacles led Peso to a table bearing a single closed tome: the Octonauts Code of Regulations.

Peso groaned inwardly when he saw it. He'd done something wrong and Barnacles was about to find the exact regulation that he'd broken and lecture him on it. He'd let him down. He didn't fear reprisal or punishment, but the thought of disappointing Barnacles just about crushed him. Feet dragging, he slowly joined Barnacles at the table and perched stiffly on a bolted chair when Barnacles gestured for him to sit. 

Barnacles took the seat across from him and, for the first time in Peso's experience, he looked… uncomfortable. His usually strong, intent gaze slid around, bouncing from Peso, to a wall of books, back to Peso, to a window, back again… His fingers drummed on the table. His jaw worked. 

_ Maybe he's not used to lecturing us? None of the other Octonauts break these regulations? Well, except Kwazii… _

"You're sure you're not tired?" Barnacles suddenly blurted. "We can talk another time."

Peso shook his head. And leave him with this growing sense of dread? He'd drive himself crazy trying to figure out what he'd done wrong. "I'm fine, Captain," he lied quietly, folding his shaking hands in his lap. 

Barnacles finally regarded him directly, his gaze searching Peso's face, dipping to his rumpled, damp uniform shirt, lifting to his mussed hair. He sighed. Cleared his throat. Finally said, "Okay." He opened the book to a marked page and spun it to face Peso. "You know what this is, right?"

"Yes, Captain." Peso rubbed his nose nervously. "I… have only read to about here, though." He indicated about a quarter of the way through. "Sorry, sir."

Barnacles smiled kindly. "Not to worry, Peso. It can take months. And I'm quite certain Kwazii hasn't read it at all. I think he uses it to hold his maps open. No, I just want to show you, erm, this particular regulation." He tapped a line of the tiny, cramped font. 

Peso found the place and read it aloud, "The Octonauts Captain is responsible for the well being of their crew, the safety of civilian sea creatures, the execution of the Octonauts mission as directed by the Octonauts Commissar. All crew members are to obey the Captain. Questions and discussion may be communicated, but the Captain's order is final." Peso looked up, confused. "Yes, of course, sir. Is this about--"

"Keep reading, Peso," Barnacles interrupted gently. 

"Oh, um. The exception to this rule is the ship's… doctor…" Peso blinked, startled, and continued, "In instances where the Captain and Doctor disagree in matters of crew and civilian health and safety, the Doctor may overrule the Captain's orders." Still blinking rapidly, Peso looked up and met Barnacles' wry smile. "Oh," he said.

"So, Peso, I do extend my sincere apologies for attempting to disobey  _ your _ order."

Peso's face heated. A man like Barnacles shouldn’t need to apologize. "Oh, you don't need to--it's. It's okay."

"And, in the future, if you feel that I have made a command that jeopardizes the health of crew or sea creatures, I do hope that you will feel confident in speaking against that order. In many ways, you and I are equals in our responsibilities."

"Yes. I… I'll try."

"Thank you." Barnacles' gaze softened. He seemed… fond. "I want to show you one more thing." 

"Okay."

Barnacles flipped to another marked page. "Here."

Again, Peso read aloud, "Octonauts may not engage in romantic, interpersonal--oh, uh…" he swallowed heavily. Was he about to be reprimanded for not completely shooting down Kwazii's passes? "Um. Interpersonal activities during the execution of their duties. However, such relationships will be permitted outside of those duties. Oh. The exception to this rule is the ship's Captain. To avoid hierarchical influence, or perception of such, the ship's Captain may not engage in romantic interpersonal activities with any crew member within their command." Peso trailed off, wet his lips, and asked, "Um. That sounds… lonely?" 

Barnacles shrugged. "At times. But, Peso, what I want to mention is… You… don't… erm." He cleared his throat. His fingers drummed. He stared at Inkling’s tank. "You don't strictly qualify as… being within my command. As we discussed previously. So, erm, wouldyouliketohavelunchwithmetomorrow?"

**

Barnacles held his breath and watched Peso from the corner of an eye as his stomach flipped around. Ah, if only he had Kwazii's fearlessness… Others considered Barnacles to be brave, but he wasn't really, not exactly. He just didn't have much to fear. So when he did experience it, he felt it keenly. As he did at that moment, sweat trickling down his spine and pulse drumming, waiting for Peso's reaction. 

_ Not the most romantic approach,  _ Barnacles scolded himself.  _ Who asks someone out by showing them a book of regulations? _

But he'd had to make it  _ very _ clear that Barnacles would not--would  _ never _ \--coerce Peso into a relationship or...or certain activities. Barnacles wouldn't have even considered it if Peso hadn't stood up to him. That defiance made it clear that, as Barnacles suspected, Peso was no push over despite his gentle, timid demeanor. 

And seeing Kwazii and Peso in the corridor convinced him to make a move… or lose his chance. 

"But…" Peso uttered. His tongue peeked out to wet his lips. His usually pale cheeks had turned pink. His warm brown eyes blinked rapidly. He scratched his head, further mussing his usually sleek hair, dislodging a white lock to fall beside his round face. "But we almost always have lunch together?"

Not the strong affirmative Barnacles had hoped for. 

"I mean… alone," Barnacles explained, achingly uncomfortable at needing to spell it out. How did Kwazii make this look so easy? He was so good at telling people what he wanted. Barnacles could barely admit it to himself. "Just us. I… you know, we haven't had many chances to talk. I'd like to get to know you better. We could take out a gup, find an island, bring a lunch…"

"Like a picnic!" Peso brightened, his smile illuminating the room. "That would be very nice, Captain."

_ Please stop calling me Captain _ , Barnacles wanted to say. Instead, he said, "Yes, I think so, too. So would you like to go?"

"Certainly. Are you sure you wouldn't want to invite anyone else, though?"

"I'm sure." Just the thought of getting Peso off duty and out of the Octopod made Barnacles shift anxiously in place. "If you can finish your rounds in the morning, meet me in the kitchen before lunch, we'll get some supplies, and we'll go."

"Should I bring anything?"

"Just you."

The pink darkened. Barnacles itched to reach over the table and touch that irresistible, heart-shaped face, bury his fingers in that feathery hair, hold that slender body against his own. 

Before his hands could act, Barnacles picked up the code book, closed it, and stood to put it away. "Until tomorrow, Peso," he said, his voice rough with interest. "Have a good night."

"Good night, Captain." Peso got to his feet behind him. Barnacles listened to his hard soled dress shoes patter away, pause, and then continue out. 

  
Barnacles slid the book away with silent, heartfelt thanks.  _ I never thought these regulations would help me find happiness... _


	5. The Octonauts and the "Walrus" -- Part Three

**Summary for the Chapter:**

> Barnacles drums up the courage to lure Peso onto an island and ask him to date, though neither of them are entirely sure how this should work...
> 
> Kwazii confides in Dashi, and reaches a decision.

**Notes for the Chapter:**

> For anyone who's thought, "Wouldn't it be awesome if Barnacles finally kisses Peso and maybe there's some petting," this is for you.
> 
> Bumping the rating to Mature. I know what comes later... #^_^#

5\. The Octonauts and the “Walrus” -- Part Three

  
  


Kwazii straightened the moment Peso entered the galley, perking up from his slump. Unable to do much else, he’d come early for lunch and wasted time waiting alone for the other Octonauts.

“Peso!” Kwazii called, waving. “I saved a spot for you, mate.” He pointed at the bench beside him--one of over a dozen free places to sit in the otherwise empty seating area.

Peso met his smile with a little wave of his own and faint colour in his cheeks. He glanced around, as though looking for something, and then shrugged and strode over. “How are you feeling, Kwazii?” he said, his version of  _ Hello _ . He leaned a hip against the table and folded his hands in front of himself.

“Better now,” Kwazii said with a happy sigh, not hiding his pleasure. Every day he felt himself falling harder and harder for his favourite medic, and his thoughts on the matter varied wildly depending on the situation. When they were together, Kwazii couldn’t be happier. He loved looking at Peso in his cute little uniform or in his snug black and white wetsuit. He loved his light, clipped voice. He loved his hands, his gentle, confident touch. He loved the way he could handle any situation that came their way. He loved the thought that Peso had been worried about him. He especially loved to make him blush or squirm once he’d figured out that, maybe, Peso liked him, too.

When they were apart, Kwazii wondered what was happening to him.

There in the galley, Kwazii let himself blatantly look Peso over, from the smooth, feathery hair framing his face, to his large eyes and sharp nose and little mouth and down to his well-fitted black and white uniform, to the fine-boned hands at rest by his waist. He’d already had a thing for the intriguingly androgynous bird shifters--Peso was just about pushing  _ all  _ of his buttons.

“Um, I… I’m glad,” Peso stuttered. He turned partially away, hiding his face but not leaving entirely.

Kwazii tensed to spring to his feet. He wanted so badly to continue their conversation of the night before. He wanted to snatch Peso up, steal him away, please him, unravel him, play with him. His fingers tingled with the memory of Peso’s delicate wrist in his grip. The fur on his back lifted with phantom stroking. The bare, sensitive skin of his belly crawled. 

Peso was like a treasure sitting just within reach, just waiting for Kwazii to grab it. 

Then the door opened and Dashi and Shellington entered, followed at a small distance by Captain Barnacles. 

"The walrus creature report can use some work," Dashi was saying. 

"You know, I was hired on my scientific merits," Shellington complained, his furry face scrunching, "not my ability to rhyme."

Barnacles made the room feel small when he stepped through the door. Kwazii knew by now that this wasn't intentional--he just had a huge presence, as though his natural form was still there, taking up space around him. He glanced around, caught sight of Kwazii and Peso, and his expression shifted from neutral to concerned to his usual, pleasant mask. His  _ Don't worry, I'm here, everything will be fine _ face. The face that Kwazii enjoyed fraying with his little acts of defiance, if only because no one else could. 

"Kwazii," he said, approaching. "How are you feeling?"

"Like I don't want to be asked that question ever again, mate," Kwazii grumbled, resting his chin on his palm. "But I'll live to duel another day, thanks to our doctor." He slid a warm smirk to Peso, who was positively turning red as he shrank down next to Barnacles. He looked so tiny, Kwazii wished he could slink over and scoop him up. 

"No more duelling," Peso and Barnacles said at the same time. They glanced at each other, shared a nervous little smile, and returned to Kwazii.

Kwazii narrowed his eyes. That wasn’t a  _ look _ , was it? Naw, it couldn’t be. Barnacles didn’t share  _ looks _ with anyone--Kwazii had tried that already, with zero results.

“I’ll duel on my own time, then,” Kwazii said, turning his back on them and resting on his elbows against the table. “You two going to just stand there,” he demanded over his shoulder, “or are you going to join me?”

“Not today,” Barnacles said. “Thank you, Kwazii.” His heavy steps thudded as he strode away toward the cooking area and the busy vegimals.

“Are you okay getting your lunch?” Peso asked. Kwazii saw his pale hands lacing and unlacing in front of him--an adorable mannerism. “I can bring you a plate?”

Stung by both the rejection and the implication that Kwazii couldn’t take care of himself, Kwazii shook his head and stared at the row of waste receptacles and protein bar dispensers along the back wall. His ears flattened, undoubtedly giving away his discontent, and he didn’t care.

“Okay.” Peso dithered for another moment, quickly touched Kwazii’s shoulder, and retreated before Kwazii could turn and catch him.

Kwazii covered his shoulder and his tingling skin, refusing to look back. 

_ Why do I feel this way? _ he wondered, annoyed at himself. He didn’t understand why he couldn’t shake his longing for his small colleague. He’d managed to do it for his frustratingly strong, stoic, capable, intelligent, and handsome captain. Mostly.

His table vibrated as someone sat across from him. Kwazii turned, heart jumping at the thought that Peso or Barnacles had returned, and he sagged to find Dashi settling on the opposite bench. “Oh,” he managed. “Heya, mate.”

“Heya yourself.” Dashi glanced up from her tablet and plate and offered a friendly nod. “How’s the battle scar?”

“Roguish and charming.”

She grinned at the joke, because at least  _ she  _ appreciated his sense of humour. 

Past her, he spotted Barnacles talking to Tunip, a picnic basket hanging from the crook of his arm and Peso in his shadow. “Are they… going on a picnic?” he wondered aloud.

Dashi shrugged. "Maybe they're bringing food to some animals? Oh, you know,” she said thoughtfully, rubbing her little chin, “I bet it’s the walruses."

"Aye, maybe." Kwazii's tail lashed in annoyance, making Shellington yelp and drop his book at the next table over. "Sorry, mate," he muttered, twisting to address the startled otter, and then shifted uncomfortably as his cut twinged. 

Stupid cut. Stupid. Stupid. Stupid. He should've bandaged it himself before Peso got a look at it--now he was stuck with a surgically precise scar instead of a cool lightning gash, stuck on three weeks of No Missions, Kwazii, I'm Super Serious,  _ and  _ now he knew what it felt like to have Peso rubbing his stomach, petting his back, and  _ shaving _ him, and he _ liked  _ it, he desperately,  _ painfully _ wanted Peso's fine, dexterous hands on him again, making him warm and liquidy and helpless to stop his purring…

_ "I'm a penguin, Kwazii. One mate. For life." _

_ I don't care. I could have one mate. What's a lifetime, anyway? I have nine. I'll give one to you. Just pet me again.  _

Kwazii had wanted to make a move when Peso checked in that morning, but he'd been groggy from uncomfortable sleep, and Peso had rubbed his stomach around the wound and Kwazii had just melted, purring again, and then Peso had  _ gone _ , leaving him alone and cold and painfully turned on. And now Peso was leaving. Again. With one of the most attractive shifters Kwazii had ever met. 

He dropped his head onto his arms, buried his face, and moaned, “Dashi, I need help.”

“Oh, uh, okay.” He could almost hear her startled blink. “Yeah, I can see that.” She paused, and then, “Come to HQ with me. If the Captain’s going out, it should be empty. We can chat over some hot cocoa.”

“I hate hot cocoa,” Kwazii mumbled.

“ _ I’ll  _ have hot cocoa,” Dashi clarified. “Come on.”

A few minutes later, Kwazii lowered himself gingerly in one of the HQ chairs across from Dashi. She wore a common form nearly as ambiguous as Peso’s, only her blunt claws and blunt nose giving her species away. She drew her legs up primly under her pink skirt and watched him over her mug.

“How can I help?” she asked gently.

Kwazii spun his chair back and forth and glared at the dim, rippling sunlight filtering down from the ocean’s surface. How to explain? He didn’t normally have relationship trouble. He didn’t normally have relationships. He was a “let’s have a good time and then call it a night” kind of cat. Maybe he’d see his partner again. Maybe not. He was happy to move on to the next adventure and friendly conquest.

“I… like… someone.”

“You like lots of people, Kwazii. Males, females, mammals, fish, reptiles, birds, citizens, other Octonauts….” Dashi blew on her mug and slurped daintily.

Kwazii hung his head back and wished he could argue. “That’s the problem,” he growled. “This person… he isn’t like that. It’s a one-and-only kind of thing. I don’t know if I can do that. And even if I can, how do I convince him?”

Dashi’s eyes narrowed. “If your values are so different, then maybe you should acknowledge that and leave this guy alone. What if it works and you get together, but can’t stay together? Is it worth the risk of hurting him?”

That hit a little close to home. Kwazii groaned and pressed a hand to his chest, to his wincing heart. He’d do anything to keep from hurting Peso. But could he tie himself to one person for the rest of his life? Would he be content, or… would he become resentful?

But Peso was so cute, so caring, so fun to startle, but also fearless in a way that Kwazii admired completely. He wasn’t always hot for adventure like Kwazii, but he never backed down. And his common form… Kwazii would fit so nicely with him, he was the perfect size, the perfect shape. They could do so much together…

The more Kwazii thought about him, the more he could imagine years of happily exploring the world with him, the two of them facing life together.

“I don’t know, mate,” he finally sighed. “I’d never hurt him.”

“On purpose,” Dashi said softly.

“Aye.” Kwazii spun some more, thinking. “What if I… told him all of it? If I… showed him my heart--the whole map with all the dangers and wrong turns and dragons--and let him decide?”

“Mm. Maybe. But it would have to be a full disclosure. And he might say no. You’d have to be prepared for that.”

Peso had already said no, but Kwazii was ready to argue his case.

“Aye,” Kwazii agreed. “Full disclosure. And I won’t… I won’t be mad if he says no. I’ll understand. Pirates aren’t for everyone.”

“Just for most.” Dashi smirked over her mug.

Kwazii chuckled. “For most.” He stood, a little too quickly at first, making him grunt as something pulled. Then, slowly, he headed for the lifts down. “Thanks for listening, mate.”

“Any time, Kwazii. And be careful: if you make a walrus mad, you might not make it to your next treasure.”

“What?” Kwazii said, confused, but the lift dropped him before he could ask what Dashi meant.

**

Peso piloted the Gup E through calm seas as Barnacles relaxed next to him in companionable silence, only pointing out the occasional landmark or commenting on the sea creatures they passed. They surfaced after a few minutes, to blue skies and fluffy white clouds, near a small island populated by rocks and a copse of low trees. 

"Ah, perfect, Peso. If we anchor on the other side, we'll be able to climb up. It looks like we might have some shade under the trees up there."

"It looks nice, Captain." Peso cast a shy smile at Barnacles. "How did you know this was here?"

"Dashi told me about it. She and Shellington were surveying yesterday."

Peso anchored as directed and opened the gup. The island's large black rocks erupted from the water only a meter past the gup's nose, so Peso removed his socks and shoes, rolled up his pant legs, and hopped out. In a few nimble steps, he was on land. He turned and held out his arms in time to catch the basket Barnacles lobbed at him.

Barnacles followed, his weight making the gup bob in the water. Peso backed away, making room for the large, powerful figure as he stepped onto the island as though he owned it. 

"Beautiful," Barnacles said, heaving a breath and smiling at Peso.

They explored the tiny island, finding nothing more interesting than a few birds and trees and bushes. Barnacles chose a flat, mossy spot and laid out a yellow checked blanket half in and half out of the shade. Peso stretched out on the edge, leaning back on his elbows, closing his eyes, and turning his face to the sun. It felt nice to be outside. 

He didn't hear anything for a time and, concerned by the silence, he opened his eyes to find Barnacles kneeling across from him, just… staring. As soon as Barnacles noticed him, he hurriedly began pulling their lunch out and setting it between them. 

"What did you eat before the vegimals joined the crew?" Peso asked after his first bite of some kind of delicious roasted vegetable.

"Protein bars, kelp salad, and algae smoothies.” Barnacles gestured with his fork at himself, sitting cross-legged on the blanket. “I had to eat constantly to meet my caloric needs. That was the way it’s been since I joined the Octonauts. But then the vegimals learned how to cook--they found a way to mix enough fat in that I can almost eat normally.” He stabbed a croquette from one of his own dishes. “You’re welcome to try one of these, but you might not like it.”

Peso, curious, went ahead and picked the smallest croquette from Barnacle’ dish. He’d never have dared to ask, but he had wondered for quite some time what, exactly, the Captain had been eating. As the ship’s doctor, he’d read through the Octonauts’ files and was aware of Barnacles’ nutritional requirements, but he didn’t know how they were being fulfilled. He took a nibble, finding the exterior crispy and seasoned. It tasted good, so he took a bigger bite and almost gagged when thick, fatty liquid flooded his mouth. He managed not to spit it up, but after swallowing he couldn’t help but cough.

Barnacles, laughing, offered a canteen of water. “See?”

After chugging half of it, Peso nodded. “Yes,” he said hoarsely, “yes I do.”

“Here.” Barnacles plucked the half-eaten croquette off of Peso’s fork in two surprisingly delicate claws and popped it into his own mouth. 

That was something good friends did together. Peso dropped his gaze to his own food, wondering. Was this Barnacles’ way of saying that they were more than just Captain and medic? Did he take every Octonaut out alone sometimes, for some one-on-one? Probably. He didn’t know why Barnacles had had to show him Octonauts regulations for them to have a picnic, though. That had been kind of strange. Maybe Barnacles just wanted him to know that they were allowed to be friends? 

That was nice. Friends. Maybe in a few years Peso would be able to believe it. Maybe he’d be able to smother his shaky, uncomfortably hot attraction to Barnacles one day. It seemed unfair to be friends when Peso couldn’t stop himself from remembering what laid under Barnacles’ uniform every time he looked at him.

He glanced up, met Barnacles’ blue stare, and hurriedly looked down, already feeling heat rising in his face and neck. Ah, why couldn’t he make it stop? He quickly ate some of his own meal, hoping to banish his blush, but it was hard to swallow with his throat and mouth coated in that thick oil, and he ended up coughing again.

“Are you all right?”

Peso nodded, unable to speak, his blush getting hotter as he made a scene. He couldn’t even eat properly with Barnacles’ attention on him. Barnacles was going to pack up and leave at this rate. Peso would have to hide in the medbay for days after they returned to the Octopod. 

Barnacles shifted closer and rubbed Peso’s back. “Are you sure?” he rumbled.

Heat prickled all over Peso’s body at the proximity. He held himself stiffly, afraid that he might give in and lean against him.

“Yes, I’m fine,” he finally managed to squeak. “Sorry, Captain.”

“Quite all right,” Barnacles murmured. He didn’t move away. His broad palm stopped stroking, and rested in Peso’s lower back for a moment before vanishing. “As long as you’re okay.”

Peso nodded, attention fixed on his lunch, trying to ignore his reactions to Barnacles sitting so close to him. He thought about eating more, but knew he would probably fail at that, too, so set the dish aside. Though that left him just staring at his hands, threading and unthreading in his lap.

They sat in tense silence, with only the sounds of the breeze through the trees, one intrepid bird’s song, and the sea pounding against the rocks. It would have been relaxing if Peso wasn’t wound up so tightly.

_ Say something _ , Peso told himself angrily.  _ Ask him something. _

“Ah, Peso?” Barnacles suddenly said, making Peso jump. He stretched out his long legs and leaned on his hands, appearing relaxed though something in his voice was strained. “Can I, erm… ask you something?”

“Of course, Captain,” Peso replied, the words almost automatic now.

“And you can say no. That would be fine. There will be absolutely no reprisal. Understood?”

"Yes, of course." What could he possibly ask where Peso's answer would be no?

Very slowly, very quietly, Barnacles said, "Would you be… interested in… ah… dating?"

"Dating?" Startled, Peso's head whipped around to look at Barnacles, to see if he could read something on his face, but Barnacles' attention seemed to be fixed on some clouds. Penguins didn't use that term, but he had some vague familiarity with it. "That's, um, courtship, right? I haven't thought about it since I went to medical school. There isn't… I mean. Who would I court?" Regardless of what Peso's body was saying, penguins stuck with penguins. In Antarctica. 

Barnacles regarded him sidelong. He picked at something on his pristine trouser leg. "I meant… me. Would you date… me?" Hurriedly he added, eyes wide with earnesty, "I won't be upset if you say no. There will be no reprisal, just like I said."

Blood rushed in Peso's ears. He couldn't have heard that right. "Date me?" he echoed. "But… I'm a… I'm...."

"Mm." Barnacles offered a thin smile. "No worries at all, Peso. I apologize if I made you uncomfortable, and assure you that it will never come up again." He shifted away, quick for such a big man, and returned to sitting across the blanket. "So, tell me why you chose to become a doctor."

"N-no, wait." Peso flapped a hand, more than a little distraught at losing their closeness. "I… I didn't say no. I'm just. Surprised. You're… you. And I'm just… me."

" _ Just _ you?" A white brow arched and a real smile, small as it was, quirked Barnacles' lips. "You're one of the best doctors I've ever met and you're an amazing Octonaut. You've been with us for only a few months and I already rely on you. I trust you and your abilities as much as I trust my own. And I… care about you as well. As a friend. As an equal."

Peso felt like he was burning up. Barnacles couldn't actually mean all of that, could he? An equal? 

"So, you... didn't say no?" Barnacles prompted.

"Well, that is… I'm not… opposed… to it?" Peso squeaked, losing control of his voice. "But I… I've never courted--dated--anyone before. I'm not sure I… that I should. My species are… we get very attached, so we stick with our own." 

Peso couldn't meet Barnacles' gaze--his lack of experience was suddenly, painfully obvious. He had been one of only a few shifters at his rookery, so had always been somewhat apart from his peers. Then he'd gone through adolescence and medical school and his residency so completely focused on his work that he’d had no time to think about romance. Now, having attained his dream of becoming an Octonaut, could he dare to think about what could come after?

But this was  _ Captain Barnacles. _ The giant. The hero. An Octonaut becoming so well known that people talked about him all around the globe. He had more Twitter followers than most world leaders, and he didn’t even  _ use _ Twitter. He didn’t seem to realize just how famous he was getting because he was so focused on being awesome.

And he was interested in Peso?

"Nothing to worry about,” Barnacles said gently. “We can take it slow, see where it goes. All I want is... a chance to see if this could work." A suspicious roughness in Barnacles' voice brought Peso's head up. Heat boiled in Peso's stomach when he caught himself in Barnacles’ intense stare. 

_ Oh. Oh. He... I guess he likes me. _ The idea was unbelievable. How could such a powerful man want a little penguin like Peso?

"Okay," he said, his voice tiny. "I'll try. What do I do?"

A broad, joyful grin brightened Barnacles' face. Then he laughed and ruffled his short white hair. "I, well, I'm not too sure myself. I spent most of my childhood with my mother and sister, and then in Polar Bear Scouts, and then the naval academy, and then I was an Octonauts officer. There wasn't much time."

"You didn't catch the eye of your captain?" Peso asked, managing a smirk.

"Not that I know of. Not many people are interested in a big bear like me."

"Are you kidding? You're…" Peso gestured at him, trying to encompass the calm, confident, awesomeness of him. 

Barnacles laughed again. "Yes, but could you imagine me kissing someone?"

When Peso just blushed furiously, his mind balking at the idea because he couldn't imagine anyone with the power or presence to match Barnacles', that conjured another laugh. 

"See? Perhaps I spent too much time on missions and regulations. Not enough on… other things."

"But… why now? Why…" Peso toyed with the buttons of his shirt. 

"Why you?"

"Hmm."

Barnacles sat up. He reached out. Peso, trembling, set his slender hand in Barnacles' broad palm. He was so warm, his strength so carefully contained as he closed his calloused fingers and blunt claws around Peso's wrist. 

"On our first mission together, I had my concerns when you first confronted that shark, but… you saved him, you healed him. And the moment you gave him a sticker, I knew you were special. Very special." He rubbed a circle on Peso's palm with a huge thumb, followed it to Peso's inner wrist, his arm, raising goosebumps from shoulder to fingertip. The limb looked tiny in his grip. "You're small, but capable. Kind. Gentle." He reached Peso's inner elbow and tugged him closer. "I want to protect you, but I also know I can rely on you. And…" 

Peso rose onto his knees and shuffled closer as he was reeled in, mesmerized by Barnacles' rhythmic voice and touch. "And?" he whispered.

"And I like you very much, Peso." Barnacles' free hand lifted to Peso's head, his claws barely brushing the hair. He seemed fascinated by each strand, his gaze intent. His attention moved slowly across Peso’s face, his pupils deep and indigo dark, drinking him in. 

Peso couldn’t move. He couldn’t breathe. His heart throbbed painfully. He was shaking terribly and knew Barnacles could feel it, but he couldn’t stop.

Barnacles finally met Peso’s terrified stare. He didn't pull, didn't push, but gazed deeply into Peso's eyes, frozen, as though asking a question. 

Peso examined his square jaw, strong features, expressive, slightly parted lips. Tentatively, he reached up to touch his cheek, wondering at how smooth his skin felt, and blushed when Barnacles leaned into the light caress, eyes heavy-lidded. 

_ What do I do now? I don’t… know what to do.  _

His fingers had their own ideas--they played along his cheekbone to one tufted ear, finding the fur delightfully soft. 

Barnacles laughed under his breath.

“S-sorry,” Peso stuttered, pulling back.

“No, I like it. No one’s rubbed my ears since I was a cub.”

Reassured, Peso went back to his exploration, tugging experimentally on Barnacles’ round ear and smiling when Barnacles groaned happily. 

“This is good?” Peso felt a little stupid for asking, but needed to check.

“Very good.” Barnacles’ voice lowered into a growl that vibrated through Peso’s chest.

Peso reached around to dig his fingers into the hair at the back of Barnacles' neck and was rewarded by another groan and tightening of Barnacles' grip on his shoulders. He felt himself being pulled in until he had to brace himself against Barnacles' chest, hotly aware of the body under his palm, aware of his thighs resting against Barnacles' crossed legs. He hid his face against Barnacles' shoulder, overwhelmed. Were they… hugging?

"H-how do… polar bears court?" he asked, trying to distract himself from the smell of clean uniform and something uniquely Barnacles, like new snow.

"We… don't." Barnacles' breath washed the side of Peso's neck and his arms closed more firmly. He sounded pained. "Not really. Polar bears are mostly solitary. If we find someone who's willing, we fight off the rivals and then just… Well. And then go our separate ways." 

“O-oh,” Peso choked, tensing, his mind blanking. How would that even work? Could he… 

Barnacles must have felt Peso stiffen, as he released him and allowed him to sit back on his heels. He offered a fond smile. “But we’re shifters. That changes the rules, I’d say. I... don’t know what we should do. I just find myself wanting to hold you as tightly as I can. What can I do to bring you back into my arms?”

Peso blinked rapidly. Barnacles had said all the right words to capture his heart. It fluttered and thrashed under his breastbone, but he felt it giving way, fear surrendering to need. 

He licked his lips and rose up on his knees. “I… want that, too,” he admitted.

Barnacles watched him, his breath coming fast, his pupils dilated, his hands clenched into fists on his thighs.

Everything Peso knew about shifter courtship could fit on a single piece of paper, but he remembered that mouths were important. So he leaned back in, clung to Barnacles’ shoulders, and, before he lost his nerve, touched his lips to the corner of Barnacles’ mouth.

For a moment he thought he’d done something wrong--Barnacles just sat there, perfectly still, his eyes wide with surprise.  _ Oh, he didn’t want that at all!  _ Peso, embarrassed, started to pull away--

Huge hands snapped into place on his hip and shoulder, almost yanking him onto Barnacles’ lap. He gasped and Barnacles swallowed the sound as he pressed their mouths back together. 

_ Flappity flippers, we’re kissing! _ Peso’s head swam, overcome by the feeling of Barnacles’ hard legs supporting his body, by the hard shoulders cording under his fingertips, by the hard chest crushed to his own. In contrast, his mouth was soft, yielding, his lips warm and moist as they slid against Peso's. 

Barnacles cradled him like something precious, hot palm in the small of Peso's back, the other cupping his skull, holding him captive. Peso had never experienced such a deep, irresistible urge to surrender himself. It seemed to rise up from his belly, hot and powerful, urging him to push closer, to hook his legs over Barnacles’ thighs so his entire body could feel the delicious pressure. He felt helpless against his own desire, but Barnacles’ low groans lit up his veins with a sense of strength. Emboldened, he let his hands work up the back of Barnacles’ neck to find his ears and tug on them.

Blunt claws dug into his hip, just on the verge of pain. An embarrassing, breathy noise escaped from Peso's throat and a growl answered. He felt himself being lifted, felt a hot, possessive hand under his thighs, and then he was torn away and deposited gently on the blanket.

“Uh…” Dazed and sprawling, Peso gazed up at Barnacles, on his knees and backlit by the sun, his features obscured in shadow, his shoulders rising and falling rapidly. Had he done something wrong? Was Barnacles angry? “Is… is everything okay?”

“Oh yes. More than okay.” Barnacles lunged to his feet. Peso had never heard his voice so rough and strained. “Let’s go for a swim.”

“Yes, okay.” Maybe the time in the sun could help explain his spinning head. He leaned back to dry the sweat on his throat.

“I’m going to shift.” Barnacles turned and strode a few paces away, barely looking over his shoulder as he spoke. “It’s been a while.”

"Oh." Peso forgot how to talk when Barnacles’ uniform jacket slid down, revealing the snug blue shirt beneath that did absolutely nothing to hide his herculean physique. The shirt peeled away next and Peso's mouth dried. Barnacles was like a piece of art, each movement making his skin ripple, his shape absolutely perfect. When he began to work on his belt, Peso quickly swiveled away. 

Shifting. Could he? He hated his natural form. Better to remain in his common form--Barnacles would probably lose interest if he saw Peso as an ungainly penguin. Instead, Peso unbuttoned his shirt and folded it onto the blanket. His pants followed, until a long, terrifying moan interrupted him. 

It was impolite to watch someone shift, but Peso was driven by a medic’s concern to watch as Barnacles crouched, naked but for his blue collar. White fur erupted from his obsidian skin, starting at his neck and trailing down his spine. His face lengthened into a muzzle, his claws scarred the mossy stone, he grew quickly into an immense creature of power and violence. When he rose onto his hind legs and roared at the sky, he dwarfed Peso  _ and _ the island  _ and  _ the sea. 

"Wow, " Peso uttered, backing away.  _ This _ giant wanted to date  _ him _ ? If he did shift, he'd be little more than a snack for Barnacles. 

Barnacles dropped to all fours and approached, blue eyes intent. Peso, frozen, could do nothing more than watch, until Barnacles’ black nose nudged his chest, his hot, moist breath wuffling over his bare skin. 

Peso laughed shakily and let his hands find the shaggy fur of Barnacles’ neck, digging in to scratch around his collar. Barnacles rewarded him by groaning and leaning in, making him stumble under the sudden weight. 

"You are truly impressive, Captain," Peso remarked. He enjoyed the feel of Barnacles’ fur against his stomach and thighs, maybe too much, and couldn't help but give him an experimental hug. "I'll keep my common form for now."

Barnacles grumbled and pulled away, making Peso smile. 

"I have to keep  _ some _ mystery, " Peso laughed. He turned and headed toward the gup, knowing the shape of the shore there and where he could dive safely into the water. Barnacles followed, his muzzle bumping Peso's hip with every other step. 

The water welcomed him into its cool embrace, thankfully extinguishing the fire in Peso's cheeks and belly. He drove down to the sandy, rocky bottom. There, he sat with a dozen speckled grey fish and an anemone and cast his gaze up to the rippling surface and the large body surging back and forth, backlit by the sun. 

Right, polar bears were excellent swimmers across distances, but they didn't submerge far. 

_ What am I doing?  _ Peso asked himself, able to think clearly for the first time since meeting Barnacles in the kitchen.  _ Where could this possibly go? We're from opposite sides of the globe. We have our work. Our duties.  _ He touched his mouth. But that kiss had been… it had been nice, very nice. He wanted more. He wanted to be held within the circle of arms and legs, lost in the devastation of a body next to his own. He wanted to know… what could come next. 

But he was afraid. What if Barnacles decided he wasn't good enough? What if he was just a disappointment? What if they drew apart? Even now, Peso's heart throbbed painfully at the possibility. 

His lungs echoed that pain and Peso realized he needed to surface for air. He didn't feel quite ready to face Barnacles again, not with the storm of conflict in his breast, and he aimed for the other side of the island. Only belatedly did it occur to him that avoiding Barnacles entirely might make him worry, so he amended his course so that he would surface within view, but… far enough away that he could have a few more minutes to clear his thoughts. 

**

Barnacles had begun submerging to look for Peso, concerned that he'd run into some kind of trouble, when he caught a streak of white from the corner of his eye and turned to watch Peso rise from the dim depths into the light. Quick and lithe in his common form, wearing nothing but black briefs and his collar, he was the picture of grace as he surfaced. As Barnacles paddled to meet him, he admired his sleek form and wondered why he refused to shift into his no doubt faster, more capable natural form. Barnacles had hoped swimming would put Peso at ease, in addition to cooling Barnacles down before he pushed Peso too far. 

Just the memory of holding Peso in his arms made him lose his momentum. He'd been so close to… to something. The sound of Peso's moan, the smell of him, the feel of his fingers digging into Barnacles scalp and neck, the pressure of his lips, his back arching against Barnacles' palm, the tugging on his sensitive ears… Barnacles had hardened so quickly it made him dizzy. It had taken all of his will power to set Peso down and not just… roll him over, bury his nose in his neck, in his throat, rip open his white, buttoned shirt…

A shudder ran through Barnacles from muzzle to claws. The cool water couldn't keep his body from throbbing with desire. 

_ I hope Peso doesn't notice. That would be the end of this.  _ Despite what Peso had said, Barnacles had his doubts that Peso could be interested in a bear. He was probably just… caught up in admiration or hero worship, more attracted to the  _ idea _ of an Octonauts captain and polar bear than in actually  _ being  _ with him. Finding out just  _ how  _ interested Barnacles truly was would probably scare him away.

Peso probably wouldn't notice, though. He hadn't yet, judging by his surprise when Barnacles revealed his intentions. If Barnacles could keep himself in check long enough for Peso to get comfortable with the idea of such a huge and potentially dangerous partner, maybe he'd have a chance. 

He'd work up to it. 

He swam slowly to where Peso bobbed easily in the water, his black hair shining like oil, his white hair like new snow. A faint smile welcomed him. 

"This is lovely," Peso said.

Barnacles couldn't agree more. He dove, gave himself a moment to admire Peso's lean common form and the way he effortlessly swam in place, and rose up beneath him. When he broke the surface, Peso was laughing and clinging to his back, his grip and weight barely noticeable through Barnacles’ thick coat. 

"Does this mean the picnic is over?" Peso asked. 

_ It means I want to feel you against me. _ Barnacles turned his head to see Peso straddling his shoulders and wished he was in his more sensitive common form so he could feel Peso's bare thighs against his skin.  _ Another time _ , he promised himself. 

He swam around the island, enjoying the chance to stretch his legs, enjoying Peso's pleased comments on the natural beauty of the place--the rock formations, the foliage, the colourful birds. From what he knew so far, Peso hadn't traveled much, but that would change. He anticipated sharing the world's oceans with him, exploring and protecting them together. 

When the gup came into view, Barnacles reluctantly clambered back onto the rocks. He didn't want their time together to end, but he was all too aware that he was on the verge of neglecting his duties. 

Peso slid off as soon as they were on land, keeping a hand on Barnacles shoulder. "Thank you for the tour, Captain," he said. 

“My pleasure,” Barnacles murmured, keeping his much louder bear voice low, gentle. He headbutted Peso playfully and groaned inwardly when he stumbled and slipped on the wet rock, catching himself with a handful of Barnacles’ thick fur. 

"Sorry, Captain," he exclaimed, scrambling back to his feet. 

“Entirely my fault,” Barnacles assured him. He placed his muzzle next to Peso's chest and breathed, wondering if he would ever learn to keep his strength in check, before moving away. At a safe distance, he shook the worst of the water out of his fur and then resumed his common form. 

His sense of touch sharpened, sense of smell and eyesight dimmed. Barnacles crouched, almost hairless, his strength diminished. As always, that faint thought of  _ Why? _ Why lessen himself? Why give up his mastery, his ability, his unrivaled position of largest land predator on the globe?

_ Because an apex predator can't help anyone. Sometimes… not even themselves.  _

Barnacles stood, examined his fingers and toes--all ten present, the claws unavoidable but dull--and stooped to collect his clothing. Heat crawled up his spine--was Peso watching? Did he like what he saw? Or was Barnacles' imagination running wild with wishful thinking?

He turned his head just enough to get a vague impression of Peso dressing behind him, and forced himself to look away. 

They packed up in companionable quiet, Peso only remarking once or twice on the quality of the food and the beauty of the island. When he turned toward the gup, basket dragging his arm, Barnacles caught his shoulder. He looked up, wide eyed, lips parted as though to ask a question. 

Barnacles didn’t want their time together to end. When they returned to the Octopod, they would be Captain and medic again, together, but not together, focused on their responsibilities. Barnacles didn’t know how they could fit  _ this _ into that life. He hadn’t thought about what  _ this  _ could mean. 

So for now, he indulged himself by stroking Peso's cheek, thumb tracing the bone to the shell of his ear--how had Peso cultivated such a perfectly ambiguous common form?--and letting his fingers slide into his drying hair. 

"May I?" Barnacles said. Peso had agreed to dating, but it seemed polite to ask. 

Peso made a little croaking noise. He also nodded, thankfully, otherwise Barnacles wouldn't have known if that meant yes or no. 

Barnacles ducked to kiss him, shuddering again when their lips met. He had to actively keep his hands still as they immediately tried to clutch Peso closer. He'd have to be so careful of Peso’s bird fragility…

Peso didn't seem to notice. He let the basket slide to the ground and stepped in until they were chest to stomach, arms rising to grasp Barnacles’ shoulders. Barnacles, neck aching from the position, slid an arm under Peso's butt and hefted him up so he could kiss him more comfortably. 

Peso gasped a little into Barnacles mouth, knees clutching Barnacles’ waist, and the sudden opening of his lips invited Barnacles' tongue in, and, oh,  _ oh _ , that slippery warmth and flavour of kelp cookies and salt just about made him lose what little control he had left, and when Peso's tongue pushed back, clumsy and perfect, Barnacles felt each slide with his entire body and he was so  _ hungry  _ for it that he staggered, already imagining their descent to the stones, how he would roll Peso above him to protect his precious, delicious body as Barnacles ripped his uniform off and devoured his mouth and explored every centimeter of him with ravenous lips--

"Bwoop, bwoop," said his communicator. "Bwoop, bwoop."

Panting, Barnacles broke away, meeting Peso's dazed expression, gaze lingering on his red, wet lips. He probably looked much the same. 

"Bwoop, bwoop."

He grudgingly let Peso slide to the ground. He scrubbed his mouth on his sleeve and held up his wrist communicator to answer, "Barnacles here."

"Captain!" Dashi appeared, lines of worry around her warm eyes. "Emergency."

"Report." 

**Notes for the Chapter:**

> Why does something so wrong feel so right?


	6. The Octonauts and the “Walrus” - Part Four

**Summary for the Chapter:**

> Peso is confused by Barnacles' intentions, Kwazii finally makes his move, and Peso doesn't know what to do about it.

**Notes for the Chapter:**

> Notes: For anyone who was like, “What about Kwazii? When does he get some action?” This chapter’s for you. And the next one. And several others.
> 
> I should also note… I am terrible at fact-checking. Every time I think, “I should research this,” I end up writing more instead or falling down a rabbit hole and writing nothing. So… If you note any errors, please go ahead and point them out, I will not be offended. :3
> 
> Music Recommendation  
> Yawdel -- Can’t Escape

06\. The Octonauts and the “Walrus” - Part 4

The mission went off without a hitch--a pod of sick dolphins had been infected by a parasite, as discovered by a collaborative effort between Shellington and Peso. The cure was simple--transplanting a type of kelp into the area that prevented infection when eaten regularly. The Octonauts were on their way back to the Octopod by supper time, the only remaining problem being Shellington’s difficulty finding a word that rhymes with “dolphin”. 

"Peso," Barnacles said as Peso piloted the Gup E behind Shellington and Dashi in the Gup A. "Well done today."

"Thank you, Captain." Peso was tired, but alive with nervous energy. He glanced at Barnacles and blushed, remembering the feeling of being picked up and… and thoroughly kissed. A penguin could get used to that kind of thing. 

"And I had a… very nice time. Earlier." Barnacles cleared his throat. He gazed upward through the gup’s window into the darkness of dusk. Peso was beginning to notice that he looked away when he was uncomfortable with a topic--and the only topic that made him uncomfortable was Peso and whatever was developing between them.

"Me, too."

"It may be some time before we can get away again."

"I understand, Captain." Where was Barnacles going with this? Of course Peso knew that their duty came first. 

"Perhaps, in the interim, we can… find time. But. We should be… discrete. For now."

"Oh. Yes. Okay." Peso gripped the steering, trying not to feel hurt. Of course Barnacles wouldn't want to ruin his image by being in a relationship with a novice medic. 

Barnacles finally looked at him, offering his usual warm, reassuring Captain Barnacles smile. "Only because I want to… explore this with you without any involvement from the others. For now." 

"Okay."

"Is that… acceptable to you?"

"Yes, of course, Captain. Discretion. I understand." At least, he wanted to. It still twinged, but he couldn't let himself believe that a few kisses and a picnic would make Barnacles completely fall for him or something. He was so inexperienced, Barnacles would probably get bored, anyway. _Dating_ probably didn’t really mean _courting_ the same way Peso understood it. It probably meant getting together sometimes, but nothing serious. Just like Barnacles had explained earlier about polar bears. They would go their separate ways. For Peso, it meant going back to life as usual and waiting for Barnacles to approach him again.

Peso had warned Kwazii that penguins couldn't do that, but, for Barnacles, maybe he could. Maybe. He'd have to find some way to protect his heart. Find a way to not lose it. 

"Thank you, Peso."

"Of course." Peso swallowed with difficulty and focused on the lights of the Gup A gleaming faintly in the gloom ahead. 

In the launch bay, the Octonauts dispersed--Barnacles to the HQ with Dashi to make their report, Shellington to his lab, still muttering “Mole-fin? Sole-fin?”, and Peso to the medical tank to release the swordfish with many apologies for the delay, and then to the medbay to repack his bag. He needed to keep it ready in case another call came in. He moved mechanically, his thoughts dull from fatigue and heartbreak, from the storm of emotions he'd felt since just that morning. By the time he'd finished, his windows were black and he couldn't convince himself to get back to his feet. 

His door chimed. 

Peso jumped, his heart leaping. _Barnacles?_

He hurried to the door. "Ca--Kwazii?"

Kwazii lounged against the wall on the other side. Peso's gaze immediately dropped to his bare stomach and his stitches, finding them dry, closed, no sign of infection. He then did a quick visual check: 

  * Breathing, even
  * Eye, clear, pupil slightly dilated
  * Ears, erect and calm
  * Tail and posture, relaxed
  * Fur, glossy and well-groomed



He seemed fine, his usual smirk in place. 

"Kwazii, are you feeling okay?"

"Bored outta my skull, mate, but ship shape, otherwise." He shrugged a shoulder. "Galley's closed. You didn't come eat with the others, so I thought you might be hungry." He raised an arm out from behind him, revealing a covered plate. 

"Oh, Kwazii, thank you." The moment he saw it, Peso's stomach cramped with hunger. Lunch had been a very long time ago, and if he'd thought about it, he probably would've made do with a protein bar--a far cry from the delicious, well-balanced meals crafted by the vegimals. He backed away to let Kwazii enter. 

"Oh no, I don't want to go back in there anytime soon." Kwazii gestured down the corridor. "Your room or mine?"

"Um." And all the unwanted interest returned, simmering up in Peso's blood like a sickness. What was happening to him? Hadn't he agreed to date Barnacles? Hadn't they shared a wonderful experience on that island, with each other?

So why was he painfully aware of Kwazii's svelte body beneath his open vest and low trousers? Why did his toothy smile make Peso shiver? Why was he wondering how Kwazii's kiss might be different from Barnacles', how he would hold Peso, how he would react if Peso tugged on _his_ ears, preened his hair, or stroked his tail?

_What kind of penguin am I?_ he thought, face burning, horrified at himself. 

"Peso?" Kwazii said, his grin fading. "You okay, mate? Do you need to lie down?" Against his earlier protest, he entered the medbay, reaching for Peso's arm.

"N-no." Peso flinched away before Kwazii could touch him. "I mean. Yes. I'm all right. Thank you. I'll take it to my room. "

"Ah." Kwazii held up a clawed finger. "The price is your company. Just for a few minutes, pirates honour. By the time you're done eating, I'll be out of your feathers."

Peso considered him nervously. Could he trust himself to be alone with Kwazii at this point?

"Okay. Your room." At least then he could make an escape if he needed to, more easily than asking Kwazii to leave. 

"Yow!" Kwazii exclaimed. He tensed and crouched, his entire body coiling to spring into a backflip, and then he groaned and pressed a palm to his stitches. "Ow…"

"Two weeks," Peso reminded him, fighting a smile. 

"Aye, Peso, I remember." With much less enthusiasm, Kwazii backed out and waited for Peso to follow. 

As they headed to Kwazii's room, Peso's steps became heavier. What was he doing? What was he thinking?

_Nothing's going to happen_ , he assured himself. _Kwazii's just bored. He wants company. So do you. All of those innuendoes don't mean anything._

They rode the lift up to the globe Kwazii shared with Barnacles and Peso carefully averted his gaze from Kwazii's intent stare, so close to his own. Warmth built between them--Peso was too aware of his own rapid breaths, and he jumped when Kwazii's tail rubbed against his knee. 

Then cool air rushed in and Peso stumbled out into Kwazii's room. He braced himself against Kwazii's practice stand, gulping for air, more out of breath than he'd ever been under water. 

"Here, mate, as promised." Kwazii shoved some rolled parchment and various navigational tools over on his desk and set the plate down. He turned the chair toward Peso and then retreated to his bed.

"Thank you." Peso moved shakily to the chair--maybe he was hungrier than he'd thought--and collapsed onto it. He didn't hesitate before opening the meal Kwazii had provided, and melted with pleasure to find, not just a healthy supper, but a serving of dessert. "You're so kind, Kwazii."

"Eh, well…" Kwazii scratched the back of his head and lay against his pillows. "I owe you, Peso."

"No." Peso smiled warmly. "Never think that way. It's my pleasure to care for you, and the Octonauts, and any sea creature who is hurt."

Kwazii looked away, tail lashing, hand absently stroking his flat stomach. 

Peso took advantage of the quiet to devour his meal in quick, efficient bites. He briefly wondered why Barnacles hadn't come to find him, why it had been Kwazii, but quickly squashed the thought. Barnacles had so many duties and responsibilities that Peso must come at the end. And that was okay. He didn't need looking after. 

"Why did you become an Octonaut?" Kwazii suddenly asked, startling Peso out of his thoughts. He wasn't looking at Peso, but was tapping the black dome above him with a clawed toe.

"Um," Peso mumbled around a mouthful of salad. 

"I know you want to help your fellow creatures, but you could've done that in Antarctica, aye? You didn't need to give up your life."

_What life?_

Peso swallowed, and then ate more as he thought. It had been a big decision to apply to the organization, but it had also seemed like the _only_ decision he could have made. The only choice right for him. 

Slowly, he tried to articulate, "There are other doctors in Antarctica. Great doctors. But I want to care for _all_ creatures. No matter who they are. I don't want to be limited by whether they are prey or predator, what sea they live in, which zone. I know that, somewhere out there, there are creatures that have never been cared for. They don't know what a doctor is. I want to find them, Kwazii. And if they're hurt, if they're suffering, I want to help them." He took a deep, shaky breath and stared at his plate. He must have been tired, because his eyes were burning and his chest was squeezing from raw emotion. 

Kwazii shuffled around, probably embarrassed by Peso's sudden outpouring of his ridiculous, unachievable dream.

Then his hand entered Peso's line of sight to gently clasp around his own. "Aw, Peso, that's beautiful," he said roughly. He cleared his throat. "We're not so different, then."

When Peso looked up, startled, it was to meet Kwazii's unusually soft gaze. Kwazii stole his hand, holding it loosely within his own, toying with his fingers. Their knees bumped together between the bed and chair. 

"You want to explore as much as I do," Kwazii continued. "You won't be limited by species or country. You're going to find every creature that needs your help. You're going to show them that there's at least one person in the world who cares for them." He grinned. Seemingly by themselves, his thumbs were stroking Peso's palm, following the creases. "This is your life, far away from other penguins. This is my life, too. Do you think… it’s a life that we can share?"

Peso went cold, and then hot, feeling like he'd been struck by something. 

"I look for adventure and experiences. And where there's adventure, there's creatures who'll need you. Who need the Octonauts. This is a life we both chose. And you said you’ll only have one mate in your life. Well, could that be me? For this life?"

"Uh." Was he dreaming? Didn't he just have this conversation? With Barnacles?

Or had that been the dream?

"But I'm a--"

"You're an Octonaut," Kwazii interrupted. "Just like me." He offered an open, hopeful smile. "You don't have to say aye right away. I know we might not be the best match--you’ve probably noticed I like to, hmm, share my affections. But since you joined the crew, the only person I think about is you. Can we give it a shot?"

_But Barnacles…_

Peso should have said no. But… Barnacles hadn't said that dating meant not seeing anyone else. He hadn't said anything at all. He wanted to avoid talking about it. Wanted to be discreet. Had suggested that this wasn’t a _thing_ , not really. Polar bears didn’t do courtship. 

Peso didn't know how it should work. He didn't know anything about romance with other shifters at all. Was he being courted or was this something else? He was so terribly confused, painfully conflicted.

"I don't… I don't know, " Peso stuttered. "I don't know how."

"It's okay. It's like any other adventure. You get a map and a good mate, and you enjoy the ride." Kwazii reached out and stroked claws through Peso's hair, setting off a tingle in his scalp--the caress felt like _preening_ , the intimacy weakening his resistance. "You going to shave me again if I try to kiss you?"

That startled a snort out of Peso. "You just need to ask, Kwazii. You don't have to kiss me if you want a shave."

Kwazii grinned, sharp teeth flashing, and suddenly his mouth was on Peso's, hot and soft, and just as suddenly he had retreated, leaving Peso surprised and breathless. 

"There." Kwazii's dark, full-bellied eye darted over Peso's face, searching. "How was that?"

"Um." Peso touched his lips. "Fast. I barely felt anything." Compared to Barnacles' forcefulness, Kwazii's kiss had hardly been there. 

"The important thing is that you're not running away, innit?"

"I wouldn't run away from you," Peso said warmly. "With the condition you're in, a brisk walk would be quick enough."

Kwazii gasped and recoiled, hand to his chest. "Peso! Are you making fun of me? After I brought you dinner and offered my heart to you?"

Peso laughed--not even his turmoil could withstand Kwazii’s antics. "You're right. I'm sorry. I shouldn't tease you when you're injured. "

"It's all right, mate. I like it. Tease me anytime. As long as I can do this." He leaned in again, and that time Peso was ready to accept his surprisingly gentle kiss. Kwazii's hand slid around to his upper back, pulling Peso closer. His knees slid to either side of Peso's legs, and adventurous fingertips ran up Peso's thigh. 

Peso gave himself a moment to kiss back, drinking in the warmth, his stomach coiled and hot, his palms finding Kwazii's bare, firm, lightly furred waist. He licked experimentally, remembering the slick, enjoyable feeling with Barnacles. Kwazii rewarded him with a sigh and welcomed Peso into his mouth, his tongue startlingly rough as it slid against Peso's, the sensation tingling down Peso's spine and straight to his belly. 

When Peso felt weight on his knees and realized Kwazii was about to crawl onto his lap, he tore himself away. 

"Oh," he panted, palm flat to Kwazii's chest. "I need some time to think."

A low yowl expressed Kwazii's displeasure, but he shifted back and released Peso's shoulders. His warm hand remained on Peso's knee, thumb rubbing circles. 

"What can I do to win your heart?" he asked, his expression hungry. 

"I don't know. You're already amazing, Kwazii. Brave, generous, fun, smart, kind... I like you. A lot." Peso looked away, at the black globe and little flashes and specks of light as debris and small, curious creatures swam by. In a small voice he admitted, "I don't really know why you're interested in me. I suppose I'm your only option."

"Oh, _Peso_ ," Kwazii said roughly. "You certainly are not. But you're the only option I want. I want to explore the seas with you. I know you won't stop until you've seen it all, you won't stop until you've helped everyone you can. You're sweet and you know what you're on about. I don't dare step out of line with you. You make me laugh. When we're together, I'm happy. When we're apart, I’m miserable." He traced an X on Peso's chest. "Marks the spot."

Peso's heart squeezed and his eyes burned. He blinked rapidly and stood. "I'm sorry, Kwazii, but I really need to go. I have… a lot to think about."

Kwazii released him, but didn't let him go far. At the door to his room, he caught up and snagged Peso's wrist. "I'll be thinking of you, too, mate," he murmured, bringing the back of Peso's hand to his lips. 

Peso walked into the wall as he tried to find the slide down. "G-goodnight, Kwazii,” he stammered once he’d made it in. “And thank you."

"G'night, Peso."

**

Dashi giggled at another meme and scrolled to the next, sipping her hot cocoa. She idly twisted her chair back and forth, one bare foot on her console, relaxing.

The hiss of one of the lifts made her straighten and turn, startled to see a familiar black and white figure enter the HQ.

"Peso," she greeted. "Everything all right?" 

"Yes, thank you, Dashi. I just need some cocoa." He tapped to the machine--Barnacles' one indulgence--and set it to fill a mug. His gaze was unusually downcast, his pale complexion almost grey, the shadows under his eyes visible even in the dim night time HQ lighting. He looked like he needed sleep, not hot chocolate. 

"Great work out there today," she said, hoping to conjure a smile to his face. He was usually happy--seeing him this way made her sad in sympathy. 

"Oh, thank you. You, too." He obliged her with the slightest smile, but it was gone as quickly as it appeared. 

Dashi swallowed a sigh. She reached out with her other bare foot and turned her neighboring chair toward him. "You want to talk about it?"

He visibly jumped, and turned wide eyes toward her. A flush rose in his round face. Only the cocoa machine's hum and hiss broke the silence. 

"Dog," Dashi said, pointing at herself. "Keen emotional sense. You." She pointed at Peso. "Sad you, whatever you are. Chair. Sit. Get it all out."

"I…" He dithered by the machine, hands wringing.

Dashi shook her head. "Okay, it's all right. You don't have to talk about it. I'm not going to pressure you. I just want you to know that whatever's on your mind, you don't need to struggle with it alone."

The machine beeped. Peso collected his mug and stared into it for a moment. Then he nodded and perched on the offered seat. 

"I'm a penguin," he said to his cocoa.

_Really?_ Dashi thought wryly, _I had no idea._ But she kept her silence. 

"I'm a _bad_ penguin."

Dashi's brow arched. "Don't say that too loudly, Peso. There's a shipful of Octonauts who think very highly of you. They might take offense."

He sipped his drink and then asked it, "Can you… keep a secret?"

He didn't look up, so missed her eye roll. "Yes, " she answered simply. 

"I think I'm in love with two different people. They both… asked me to be with them. Today. And I… I don't know what to do."

"Wait. _You're_ the walrus?!"

"What?" Peso looked up, obviously confused. 

Dashi mentally slapped herself on the forehead. "It's, um, a saying. Where I come from. So. Um. What's the problem again?"

A frown briefly wrinkled his brow. "I love two people. I don't know how to choose between them."

Dashi stared for a long moment, trying to imagine him with either the captain or the first mate. Now that she realized what was going on, she could definitely see the appeal--both men had a protective streak about a league wide, they wouldn't be able to resist Peso's combination of small, timid, yet earnestly committed, compassionate, and highly skilled. Dashi would've been jealous, but she could sniff out his authenticity...and how much he truly did not believe in himself. He deserved someone to love him.

That wasn't to say that either man would be _good_ for Peso--Barnacles was so devoted to his duties that Dashi was frankly shocked that he could feel normal feelings anymore, and Kwazii was, well, Kwazii. If Peso was so torn up about having feelings for _two_ people, then he was already not a great fit. 

"So…" Dashi said slowly, trying to formulate some advice that would be genuine, helpful, and diplomatic. "Can't you just… take them both?"

Peso fumbled with his mug, splashing cocoa on his pants. "D-Dashi!"

She held up her hands placatingly, almost laughing. "Sorry, Peso, I didn't mean that as an insult or anything. It's just… I'm having trouble wrapping my head around the problem. Dogs are, well, we don't mind a bit of group activities. Two lovers would be pretty simple."

"Penguins aren't like that," he said, his voice almost breaking. "We're monogamous."

"How? Why? How do they do it down in Penguinland?"

"Our lives depend on our devotion to our partners and our children. A male will impress a female with the quality of stones he can provide for a nest. She'll agree to mate, and then they are together for the rest of their lives. Or, um, it could be two males or two females. A lot of penguins pass away during the year. If something happens to the parents, or one parent, chickless couples can step in to help.”

“And they’re together for the rest of their lives, too?”

He nodded.

"That's a long time."

"They barely see each other. While one parent is hunting and feeding, the other cares for the egg or chick. And then they trade off. It takes a great deal of devotion for them to stay together. Each of them relies on the other to return, to bring food, to be a partner, season after season, year after year, chick after chick. "

Dashi gazed at Peso in growing horror. When he paused, she whispered, "How could anyone live like that? Why don't you move somewhere warmer?!"

He smiled sadly. "That's life for a penguin. And it works. There is some time together while the chick grows--family bonds are very strong. There's a lot of love." His gaze grew distant, probably seeing his family. Then he blinked. "So, I can't just… be with two people. I'm a penguin. We're not wired that way. "

Dashi almost pressed him about whether that behaviour was actually biological or cultural, but decided to leave it alone. So she tried a different tactic, putting the situation in words he might understand. 

"Well, how about this. Pretend that two gent penguins have brought you some stones. You think they're nice, but you have to test them out first, right? See which of them can make a nicer nest for your little chick?" She saw wary understanding in his expression, so continued. "Don't feel bad for liking both of their rocks--you're supposed to. But you don't have to decide right away, right? Kick them around, see how they roll. Or whatever it is you do to test a rock, I don't know."

Peso's cautious smile warmed. He sipped his drink and nodded slightly. "Yes, I… I see what you mean. But how do I test a person?"

Dashi shrugged. "I don't know. Spend time with them?"

"And how do I make sure they don't give up on me when I don't… pick right away?"

"If they give up, then they aren't worth your time anyway. But I don't think they will. You're a catch, Peso." _Besides_ , she didn't add, _Barnacles and Kwazii don't know how to give up_. 

"But what if they find out more about me and they… don't like what they see?"

"You mean your natural form?"

A tiny nod answered the question. 

"Then you don't want them, anyway. Or maybe that can be part of your test. Embrace your animal side, Peso. Your family-oriented and disgustingly wholesome animal side." Dashi had once seen Kwazii lock lips with a strawberry squid shifter, so she highly doubted he would be put off by a penguin.

"Should I tell them that they're competing against each other?"

"Hmm. Maybe. How about… you give them each three dates to impress you? And then you can decide which of them is going to keep your egg warm or whatever." Barnacles and Kwazii could be very competitive with each other--Dashi was already looking forward to seeing what they'd come up with. 

He laughed softly. "They've already impressed me."

The honest longing in his hoarse voice made Dashi uncomfortably warm. "Okay, well, one of them will need to impress you more than the other. Or you can go with my first idea and just pick them both."

His face reddened. Ah, he blushed so easily! Teasing him was far too much fun. If he wasn't so obviously enamoured with Barnacles and Kwazii, Dashi might've thrown her own hat into the ring.

"Three dates," he repeated to himself. "I can do this." Then he looked up. "What… what should I do? On a date?"

Dashi palmed her face. “Google it.”


	7. The Octonauts and the “Walrus” - Part Five

**Summary for the Chapter:**

> Peso figures out what to do about his little problem. May the best Octonaut win?

**Notes for the Chapter:**

> Finally got to the end of this little arc. Now we can get to the fun stuff.

07\. The Octonauts and the “Walrus” - Part 5

Kwazii would’ve flipped into the rec globe if he could. He almost risked tearing his stitches to express his excitement, but, considering that he was there to meet Peso, decided against it. Instead, he sauntered in, wearing his best vest, least wrinkled trousers, and a polished eyepatch. Finally, he was going to get what he’d wanted for  _ months _ . The rec globe was an interesting choice, but they could disable the lift and make use of the table tennis table.

When he entered, he immediately spied Peso perched on the edge of said table and grinned widely. They were already in sync with each other.

“Heya, mate,” Kwazii greeted, pausing just inside to sweep Peso with a hungry stare. He couldn’t wait to get that little black jacket off, get into that shirt, get him sprawled out and melting into a penguin puddle.

“Kwazii,” Peso breathed. He, too, looked Kwazii over, but with that tiny frown that told Kwazii it was with a medic’s eye rather than a lover’s. He’d have to work on that. “Thank you for coming.”

“I haven’t come yet,” Kwazii purred, closing the space between them.

“Uh.” Peso just blinked, obviously confused. 

Kwazii had thought he couldn’t be more attracted, but Peso’s innocence made him feel like he’d go crazy with urgency. This was new, unmapped territory for Peso and Kwazii wanted to show him  _ everything _ .  _ Right now. _

When Kwazii reached Peso, Peso drew in a breath as though to speak, but Kwazii didn’t stop at the edge of his personal space. He invaded it, snugging his hips in between Peso’s knees and planting his hands on the table to either side of his thighs. His tail lashed against Peso’s shins, trying to curl around him but too excited to stay still.

“Uh, Kwazii?” Peso leaned back, eyes wide, face reddening. His hands fluttered over Kwazii’s bare shoulders, as though afraid to touch.

“You asked me to come here.” Kwazii leaned in and sniffed deeply next to Peso’s jaw. Bird smell, faintly dusty and spicy. He loved it. “I’m here,” he murmured, watching Peso’s throat bob with a hard swallow. “At your service, mate.”

“I… I wanted to. To talk to you.” 

“I’m all ears.” Kwazii ducked his head to rub his scarred ear against Peso’s chin to demonstrate.

Peso laughed, but it sounded strangled. “You… I… I don’t. I’ve never. I’ve never done this before.”

“I can tell.” Kwazii locked his eye on Peso’s nervous brown gaze. He trailed his claws up Peso’s hips, found his arms, followed them to his wrists. Ah! Those delicate, capable wrists and hands. He loved them, too. He brought them to his own bare waist. “Start here,” he suggested.

Peso stroked him tentatively, and then stilled. He ducked his head and spoke into Kwazii’s collar. “I want to try this, but I don’t know what to do. I always thought I’d go back home and, and maybe find some pebbles and build a nest and then someone might be interested.”

“I’m already interested. You don’t need to build a nest.” Kwazii buried his nose into the corner of Peso’s jaw, just under his perfectly round ear, and kissed the sensitive skin. He walked his fingers in under Peso’s jacket to the small of his back and let them glide up the tense muscles edging his spine.

Peso shivered delightfully in his arms and huffed, “N-no, I need to tell you. There’s someone. Someone else. You’re both so great, I don’t know what to do.” His voice rose in pitch and speed, he sounded almost desperate.

Intrigued, Kwazii rocked back to examine Peso’s red face. “I may be a pirate, but I’m not  _ selfish _ ,” he said, grinning toothily. Maybe Peso wasn’t as one-and-only as he’d thought. Maybe Kwazii could have his kelp cake  _ and  _ eat it, too. “I get on with others.”

Somehow, Peso turned even redder. “You mammals,” he complained.

“Who is it? If you like them, I already like them.” Kwazii surged in, his interest heightened by the possibilities. His claws resumed their predatory advance up Peso’s back. “Is it a citizen? Another Octo--” He froze, realization dousing him like arctic water as he remembered the previous day and seeing Peso and Barnacles and a  _ picnic basket _ . “Naw,” he breathed, startling back. “I'll be a monkey's uncle. Not  _ him _ .” It couldn’t be. Barnacles didn’t  _ do _ that. He wasn’t allowed. He had his duties, his responsibilities, cavorting with crew was against the regulations--Kwazii had heard it all before he’d given up, certain that Barnacles couldn’t even  _ feel  _ romantic interest anymore.

Peso blinked at him, chewing on his lip.

“If anyone, it’d be you,” Kwazii muttered, examining Peso’s sweet face. “Of course it’d be you.”

“What?”

“The  _ Captain _ ,” Kwazii hissed, ears flattening. He hastily dropped his hands and his claws gouged the table’s paint. 

Peso shrank in on himself, hugging his stomach. “I’m sorry, Kwazii, I didn’t mean to--”

The threads of fear and sadness in Peso’s voice snapped Kwazii’s head up. “Oh, Peso, naw, don’t be sorry, mate. I just… didn’t think the Captain could do this.” He quickly cupped Peso’s face, trying to dredge up a smile to ease the lines of worry around his mouth, the beetling of his black brows. 

“There was some kind of loophole because I’m the doctor.”

“Barnacles isn’t a  _ loophole _ kind of man,” Kwazii complained bitterly. He traced Peso’s lower lip with a gentle thumb. “He just… found a treasure worth bending the rules. I can’t blame him.”  _ Even though he didn’t bend them for me.  _ He took a deep breath.  _ Come on, Kwazii, get back on course _ . Peso was blushing cutely again, so Kwazii’s compass was still leading him true. “I can’t blame him at all. It won’t be as much fun with him involved, though. He’s off the map for me.”

“And I’m a penguin,” Peso said, “I can’t be with both of you.”

“You keep saying that.” Kwazii’s chill was quickly thawing. He let his hands slide into Peso’s hair, enjoying the smooth, feathery feeling between his fingers, the way Peso immediately melted into the touch. “Are you worried you’re going to forget you’re a penguin? Then why hide it so well?”

“I… That’s not…” Flustered, Peso caught Kwazii’s hands and pulled them away. Kwazii obeyed graciously and let them drop. “I don’t know how to decide between you. I like you both so much. But I don’t even know what you see in me. I just... I don’t know.”

“What’s to decide? Fun, exciting, sexy Kwazii? Or boring, works all day, wears-two-button-up-shirts-at-the-same-time Barnacles?” He weighed the two options on an invisible scale and pointed at himself. “The question answers itself, mate.”

Peso laughed weakly and scrubbed his face. “I don’t… know you well enough,” he said, muffled. “I want to know you, I want you to know me. If I try to decide, if I make a mistake, if it all goes wrong, that could--for a penguin, Kwazii, it can be bad. Really bad.”

For the first time, sobriety crept in. Kwazii studied Peso seriously, taking in the droop of defeat in his shoulders, his bowed head, the way he covered his eyes. Kwazii’s stomach turned in sympathy and surprise. Was he doing this to him? His advances were usually met with enthusiastic acceptance or firm refusal, but never this kind of despair. 

Was Dashi right? Should he stop right there, recognize that they weren’t a match, concede defeat to the captain?

But could he live with himself if he gave up this rare, valuable treasure? He didn’t need to  _ own _ him, but he wanted to  _ know _ him, hold him, bring him into the light. 

“Aw, mate,” he said softly. He stepped back, allowing some space between them. “I’m sorry for pushing so hard. Sometimes I leap before I look.”

Peso snorted. “I know.”

Kwazii started to say, “I’ll leave you be, Barnacles is a good man, you’re good for each other.”

Instead, his voice and mouth ignored his instructions and said, “How do we get to know each other, then?”

Peso’s head lifted. His red-rimmed eyes searched Kwazii’s face. “You… want to?”

“Aye.” And it was true. Peso wasn’t just some hidden gem, he was a complex, capable, kind, fun Octonaut, and he was worth the time and effort to find out if they were really right for each other.

“Well, I was thinking, maybe, three… dates? One for you to show me something. Something you haven’t really shared yet, something I don’t know. One for me to show you. And one for… an extra chance?” He shrugged miserably. “It all sounds so stupid. I’m sorry, Kwazii.”

“And what happens after? When you decide who’s the best fit?”

“I… Haven’t thought that far ahead.”

“I have a few ideas.” Kwazii, starting to feel tired and sore from all the standing and emotional tides, shifted over to sit next to Peso on the table. He gently gathered one of Peso’s hands--he just couldn’t stop himself from  _ touching _ him--and played with the fingers as he spoke. “So I have three chances to impress you? Hold onto your feathers, mate.”

Peso laughed again, and it sounded lighter, easier. He cast a sidelong smile. “You’ve already impressed me, Kwazii. But I want to  _ know _ you.”

It was Kwazii’s turn to shiver. When had anyone ever wanted to know him? Get involved with him? Sure. Fight him? Definitely. Be mates with him? Absolutely, he had the Octonauts to show for that. But know him? Never. 

But he knew just how to share something he’d never shown to anyone before. Or, at least, anyone who cared. 

“It’s a deal,” he said. “Pirate’s honour.” He awkwardly shook Peso’s hand, still a captive in his lap.

The relief and joy in Peso’s smile just about stopped his heart. Ah! his happiness was Kwazii’s happiness, washing away the darkness, bitterness, fatigue, and pain. Just his smile could heal wounded hearts and bodies.

Wanting to get close again, Kwazii cleared his throat. “I couldn't help but notice that you and the Captain went for a picnic already. Are we starting off on even footing, Peso, or is the deck already stacked against me?”

“Wh-what?” Red rushed into Peso’s cheeks and ears, answering Kwazii’s question. 

He grinned wickedly. “Can we level off?”

Peso’s gaze darted to Kwazii’s lips and back up. He wet his own, swallowed, looked away. His fingers threaded with Kwazii’s, probably unintentionally. 

Remembering their one sloppy but delightful kiss the previous night, Kwazii was reasonably certain that Peso wanted this as much as he did, but he didn’t want to press and risk hurting him again. So he released his hand and said, “I’m not going to insist, but if you’re feeling unbalanced--” Kwazii mimed weighing scales again, “--I’m happy to assist, mate.”

Peso shook his head mutely.

Crestfallen, Kwazii nodded. “All right. It’s late, innit? We’ll continue this on our date.” He rallied a smile and slid to the floor, though he was already starting to feel that he’d lost. Somehow, Barnacles, the frigid Arctic King, had beaten him. “And I promise it’s going to be better than a picnic.” He turned away and headed for the door.

He’d made it into the lift when a slim, dark body joined him. Startled, Kwazii gazed down at Peso, at a loss for words.

“You’re limping,” Peso said. “I should come with you. To your room.” His little chin was firm with determination, his gaze daring Kwazii to say something.

Kwazii fought a goofy smile. “Aye,” he managed roughly. “Doctor’s orders.”

He kept his hands to himself until they entered the lift to his room, and then he couldn’t do it anymore. He crowded Peso against the wall, clasped his shoulders, and desperately kissed him, shaken by the intensity of his feelings when his starving lips finally met Peso’s soft mouth, when his ears caught the sound of hitched breath. When Peso embraced him, stroking the long fur down his spine, his purr roared to life. 

The door opened and they spilled out. Kwazii tugged Peso toward his bed, walking backwards, tail sweeping for obstacles. He was half-prepared for Peso to resist, but he followed, his grip on Kwazii’s hips, feet stumbling.

Kwazii sank onto his unmade bed and tried to pull Peso onto his lap, but Peso settled beside him and broke their kiss. 

“Let me look at it,” he said, guiding Kwazii to lie down. Despite his flush and red, glossy lips, he managed to look concerned.

“Whatever you’d like, mate,” Kwazii murmured.

Peso examined the wound, tutting when he noticed a few specks of blood where the stitches had pulled.

“I don’t feel it,” Kwazii said honestly. The rhythmic vibration of his purr stole away any pain--he felt only melty and warm. “Just pet me.”

Was he begging? He didn’t care. Peso sat on the edge of his bed, dimly lit by Kwazii’s desk lamp, his eyes dark, his expression unreadable. But he was  _ there _ , so he wanted this as badly as Kwazii did, penguin or no.

Peso started near the wound--familiar waters to him--fingers gently smoothing Kwazii’s fur. He worked his way down to his hip, and then returned to his belly before travelling up his chest, to his neck, to his chin. Kwazii tilted his head back against his pillow, fighting the urge to close his eye. He settled a hand on Peso’s lean thigh, squeezing a little whenever Peso went where he wanted him to go--the universal language--and soon Peso was scratching around his ears and jaw.

Fatigue tugged at him. To fight it, Kwazii struggled to sit up, reaching for Peso’s shoulders, wanting more kisses.

“You need to rest,” Peso leaned down to meet him. Propped on an arm, he kissed Kwazii firmly, pushing him down onto his pillows. 

Kwazii went willingingly, but dragged Peso down with him, holding him firmly behind the head and shoulder. Hungry for more, he licked Peso’s lips and was rewarded when they parted. He invaded. The barbs on his tongue gave him the advantage, allowing him to quickly capture Peso's, sucking on and massaging the slippery muscle. Peso responded with a sweet, surprised moan, his free hand burying in Kwazii’s hair. 

Could Kwazii convince him to stay? He pulled harder, twisting to encourage Peso to lie beside him, squirming his body away to make space, ignoring the tightening of his stitches from the awkward movements. Between his purr and the heat growing low in his belly, he felt only desire.

Then Peso tore away. Kwazii reluctantly released him, expecting him to end this little romp. But he just straightened, his breath coming fast, licking his lips. He pinned Kwazii with a deep stare for a breathless moment, and then he tugged on Kwazii’s shoulder. Kwazii, confused but willing, rose on his elbows. Just enough for Peso to slide under his head.

After some adjustment, Kwazii found himself pillowed on Peso’s lap. Peso continued to pet him, stroking his hair and ears, rubbing his neck. He even removed his eyepatch, making Kwazii grimace as the light assaulted the sensitive eye, and then sigh as blunt nails scratched lightly where the strap usually sat. 

_ Birds. Any excuse to preen.  _

“This is unfair,” Kwazii complained sleepily. 

“Isn’t this what you wanted?” Peso asked, all innocence.

Kwazii tried to make a snappy response, but his own purr made it difficult to speak and his eyes didn’t want to stay open anymore and Peso’s caress was just impossible to fight.

He drifted to sleep, smug in the knowledge that he was probably winning.

**

Barnacles approached the medbay, torn between concern and excitement. Peso had asked him there after breakfast, but Barnacles didn’t know why. Was it work related, or other? Was something wrong? 

The door opened for him, revealing Peso in his simple uniform, bright-eyed, his shy smile in place.

“Captain,” he said. “Thank you for coming.”

“Of course, Peso.”  _ Anything for you _ . “Is everything all right?”

“I… I think we're going to find out. Please come in.”

Barnacles entered, looking around for a clue, but the medbay appeared as it always did when waiting for a patient. Peso had been working at his desk, but other than some notes nothing was out of place.

“This won’t take long,” Peso assured him. “I just needed to speak with you. Do you want to sit down?” He gestured at the table and then stood by his desk, hands working nervously in front of him. 

“Do I?” Barnacles asked. He settled against the table, arms folded, not quite comfortable enough to sit. Something was making Peso anxious. 

“I have a… a problem,” Peso began. He took a deep breath and looked down at his desk, toyed with a pen. “That day, on the island…”

Barnacles tensed. Here it came. Peso had decided that a polar bear was no match for him.

"It was so nice, Captain.” He managed a smile before dropping his gaze again. He rubbed his cheek and ruffled the black hair at the back of his head. “That doesn’t even begin to describe it. But, that day, you weren’t… the only one who approached me.”

It didn’t take a great leap to know who might have made an advance. “Kwazii,” Barnacles muttered.

Peso flinched and nodded. His expression turned sad--his eyes darted over Barnacles' face and he winced at something he saw there. 

White noise filled his ears and his stomach twisted painfully as he felt his one chance to escape loneliness slipping away.  _ Of course _ Peso would choose Kwazii. Kwazii was fun, attractive, brave, confident, experienced, unconcerned with propriety and regulations. So many things Barnacles was not and could never be. Barnacles had barely been able to reach out to Peso, had barely been able to restrain himself when they were together, he was probably dangerous to Peso, his inexperience and strength turning him into a horrible accident waiting to happen.

“--I just need to know you both better, you’re so amazing, I’ve never met people like you before.”

Barnacles’ attention snapped back into focus and he realized Peso was still talking, a quick stream of words that barely penetrated through the storm of angst that had so quickly descended.

“Pardon?” Barnacles managed.

Peso blinked at him. 

“I’m sorry, Peso, I just… didn’t hear that last part?”

“Oh, uh, I was saying. I… I really like you. Both of you. You and Kwazii. You’re…” He gestured and laughed weakly. “I don’t know why you, both of you, could be interested in me when you’re so… so strong. I don't know what to do about it. My species, I told you, we get very attached. To one person. We’re monogamous. So I have to decide… So I want to know you better. I want you to know me better. If… if you still want to? I wouldn’t blame you if you said no. I didn’t mean for this to happen… You probably don’t even want something serious...” He trailed off, hands twisting in his jacket.

_ There’s still a chance? _

Barnacles’ first instinct--his Octonauts practicality--was to give it up as a bad idea from the start. Peso would be happy with Kwazii, at least for a while. Barnacles had seen many satisfied shifters part ways with Kwazii. If Barnacles gave up, he’d save himself a lot of pain. 

The polar bear in him was telling him that a willing partner stood in front of him and he should go annihilate any potential rivals--he briefly envisioned storming through the Octopod and challenging Kwazii to one of those duels he so desperately wanted. He’d absolutely win, but would it be worth the potential loss of his lieutenant?

He shook himself. He examined Peso again, wondering which instinct was right. Should he stay or go? 

_ How can I ask myself that? _ Even then, seeing sadness on Peso’s face, the dejection in his bowed shoulders and head, Barnacles wanted nothing more than to sweep him into a hug. The feeling went beyond attraction. Barnacles cared about him, wanted to keep him safe, wanted to work with him, rescue sea creatures with him, talk with him, laugh with him, find more secluded islands with him.

He wanted to live a life with him.

“What do I do?” he finally asked. “How do I win your heart?”

Peso reddened. “You… you don’t have to.” He made a face. “It’s not about winning, Captain. It’s about… showing me who you are. Seeing who I am. What if we find out we’re not so good together? If I… if I fell for you and then you decided I’m not that interesting, I don’t know if I would survive that.” 

“Oh, Peso.” He couldn’t hold back any more. The urge to protect was too strong for him to fight, he had to close the space between them and gather Peso’s little, slumped figure into an embrace. “I’m sorry,” he said quietly into his black and white hair. “I didn’t realize.”

“No, don’t apologize.” Peso shook his head, but leaned gratifyingly against Barnacles’ chest. “I think this is like what you talked about. Courtship. Dating. But I wanted you to know that you’re not the only one. It just… seemed fair.”

“Mm.” Barnacles stroked Peso’s hair as he thought. “Not to belittle my rival, but if you are a monogamous species, is Kwazii really… I don’t want you to get hurt.”

“I know… I guess he’ll have three chances to decide what he really wants.”

“Three chances?”

“Dates. Three dates.” Peso started to pull away, but Barnacles didn’t let him go. After the initial scare of losing him, he needed more reassurance. Peso must not have minded, as he settled back against him, hands finding Barnacles’ waist, cheek rubbing against his uniform. “One for you to show me something about yourself, one for me to show you, and one for… I don’t know.”

“A bonus,” Barnacles agreed. “What happens after?”

Peso laughed. “Kwazii asked the same thing. I have no idea. Maybe I’ll build you a nest.”

Barnacles chuckled, the tightness in his chest easing. “I’d like to see a nest big enough for a polar bear.”

“Hm. Kwazii already has the advantage here, then, since he’s much smaller.”

Smiling against Peso’s head, Barnacles could already think of something he’d like to share with him. “Would you be opposed to a bit of reading before our first date?”

**

“Whale shark rescue, thanks, thanks, thanks, stay safe, re-tweet, re-tweet, etcetera,” Dashi muttered to herself as she moderated Barnacles’ account. She was too good at this, it was becoming a full time job. She should probably ask for an assistant, or see if Peso might be interested in helping out. Other than Tweak, who was busier than the rest of them combined, all the other Octonauts were technological luddites. 

One of the HQ lifts hissed open and Kwazii limped in. “Dashi,” he greeted brightly. “Mate, can you show me how to scan me maps into the system?”

Dashi thudded her head against the back of her chair. “Again, Kwazii? It’s simpler than piloting your gup!”

“Not as fast though, innit? Easy to forget that kind of thing.”

The lift on the opposite side opened. Familiar heavy boots thudded to the ground, took a step, and then froze. Kwazii looked up and his green eye widened, and Dashi didn’t need to turn around to know who had just arrived. 

_ Ohohoho, _ Dashi cackled inwardly as the tension in the room cranked up.  _ He told them.  _

_ This is what I live for.  _

"Captain," Kwazii said warily. Claws on his hips, his wide-legged stance showed off the fine, feline physique that had captured almost as many followers as Barnacles. 

"Kwazii," Barnacles rumbled. 

Dashi spun to look between them, finding Barnacles standing at attention, hands at his sides, expression flat and blue gaze piercing. She hadn't seen this kind of stare down since Kwazii first joined the crew and had to figure out where he fit in. From what she recalled, Kwazii had rather rashly made a few forceful passes at their disinterested captain.

Then Kwazii grinned his cocky grin and returned his attention to Dashi. “There’s a map that looks like the area around our planned route. If I can get it into the gup’s system, it'll be that much easier to follow.” He glanced at Barnacles again. “Maybe I'll bring a mate, show them something new about meself."

Barnacles inhaled deeply at the cryptic comment. 

Dashi, burning with curiosity, nodded. “Sure, Kwazii. I’ll come by after lunch.”

“Thanks, mate.” He waved at her and then bowed his head to Barnacles. “Captain.” With a swish of his tail, he sauntered out.

In the silence following his departure, Barnacles released a slow breath while Dashi pretended to work on her tablet. Then he strode to the hot cocoa machine. “Dashi,” he said as he waited for his mug to fill, "do you know where the manual is for piloting the Octopod?”


	8. The Octonauts and the Intermission -- Creature Report!

**Summary for the Chapter:**

> Creature Report!

**Notes for the Chapter:**

> This is just a brief little intermission. I wrote a Creature Report scene to kind of go into my thoughts on how the Octonauts got started, but couldn't figure out where to put it, so it can just go here. 
> 
> A more serious chapter coming soon~

Intermission 01. Creature Report!

Intermission:

Peso's attention was immediately drawn to Barnacles where he stood with Shellington by the hot cocoa machine, reading the creature report to himself. He said something to Shellington, bending to show the little otter his paper, and then nodded. When he straightened, he glanced up and his sharp blue gaze found Peso, pinning him in place. Before Peso could do more than stare back, frozen, Barnacles’ attention shifted to Kwazii, in conversation with Tweak and Professor Inkling, and a frown creased his brow. Again, the expression was gone in an instant, and he returned to reading his script. 

Peso took a deep breath. His skin prickled from being in the same room with both men--he didn't know what to do or how to act. So he tried to carry on as normal and joined Dashi where she crouched, setting up her cameras.

"Hey, Peso, how are you feeling?" she asked without looking up from her tripod. 

"Oh, um, fine. Fine now, thank you."

"Yeah?" She fiddled with some buttons, peered through the viewer, and leaned back in satisfaction. “You figure out how to solve your little problem?”

Peso glanced at Barnacles and Kwazii--neither of them really qualified as  _ little _ . “Yes. Well. I’m working on it.”

“Mm. Good. If you need an ear…” She straightened, smiling sweetly. “I’m always happy to listen.”

“Thank you.” He folded his nervous hands.  _ I guess we’ll see how the next few days go. _

Dashi moved to her next camera, made some adjustments, and then strode to the centre of the room. She clapped her hands and the room quieted, the rumble of Barnacles’ practice notes dying away last.

“Places, everyone,” she called. “Captain, you good to start?” 

He nodded, drank from a glass, and set aside his paper before pacing to the main console. How he could memorize at least one of these reports each week, Peso really couldn’t fathom. Everyone else drifted lackadaisically to their starting marks--Peso near the main camera, almost out of shot and next to Dashi’s empty place, where he had cultivated a safe habit of edging away from the main action. He liked being only briefly seen in the report, just another clapping figure.

“Everyone in uniform?” Dashi asked, spinning to ensure that, yes, they all wore their blue Octonauts collars, hats, and, in Inkling’s case, a bow tie. “Tweak and Peso, switch places, please. I’m getting a lot of feedback that the audience can’t see Tweak well enough.”

One of Tweak’s brows arched, but she just shrugged. "Whatever you say, Dashi."

She and Peso switched places, leaving Peso quietly downcast at Barnacles’ elbow. On Barnacles' other side, Dashi waggled a finger at Kwazii.

“The fans are worried about you, Kwazii, since you missed the last report. Show off that scar, would you? Make it look roguish and mysterious. We’re getting a lot of Tweets.”

“What’s a Tweet?” Kwazii asked. He looked to Barnacles, who only shrugged in confusion.

“See?” Dashi said, giving Peso a significant look. She stepped back, eyed the half circle of expectant Octonauts, and nodded her satisfaction. “All right, let’s get started.”

The report started with the usual role call, clapping, and stomping, Peso painfully aware that he would now be at the focal point of the video, next to Barnacles. When Barnacles started singing, he almost jumped as the sound reverberated through him at the close proximity. He almost forgot to dance and chant his own parts, so caught was he by Barnacles’ rich voice. 

Then something hit his thigh, startling him. He looked up and caught a flash of orange as Kwazii’s tail swung away, and then a warm green wink, a swivelling hip, a ripple of luxurious fur. 

Dashi bumped him, nudging him to keep up as Barnacles marched forward. Groaning inwardly, Peso flailed next to him, feeling like he was in his natural form with its short legs and wobbly posture. As the song came to an end, he waved at the creature video on the main screen, hoping that Barnacles’ confident pose and Kwazii’s lively jig would distract all attention from him.

In the following silence, Peso melted back to the edge of the room.

"Good job, everyone," Dashi said as she reviewed the footage on one of the cameras. "Kwazii, you're laying it on pretty thick, keep it up. Shellington, if you were any cuter, I think I'd die. Professor, I don't know how you can rock out like that on dry land."

Inkling, having returned to his chair, chuckled dryly through his speaker, "I have moves that are older than you, my dear."

"Peso, you bring shame on us all."

"What?" he squeaked, immediately crushed at letting down the others. 

Then he caught sight of Dashi's grin. "I'm kidding," she said. "Mostly. You're almost as cute as Shellington, so you get away with it. I’m sure most of the fans will completely understand why you're just kind of stumbling around after the Captain."

He went hot, shrinking down next to Tweak. 

"We all had trouble when we started out,” Barnacles said, casting a warm smile toward Peso. 

“You didn’t,” Dashi countered. “I’ve seen your first report--you were a natural.”

Barnacles shrugged. “You’d be surprised what they teach in Polar Bear Scouts.”

“Are we all done?” Tweak asked, fist on her hip and already gnawing on a carrot. “The Gup C rotors aren’t gonna calibrate themselves.”

“Yes, all set. You’re free to go. Thanks, everyone.”

The Octonauts dispersed. Peso, relieved, fled the HQ with Inkling and Shellington. Being near either Barnacles or Kwazii with the other Octonauts around made him worry that he would give something away, that he might smile the wrong way or suffer one of his uncontrollable blushes when Barnacles or Kwazii looked at him.

As he parted ways with Inkling and Shellington in the corridor, Inkling snagged his wrist in a cool tentacle. “Peso,” he said, “how are you settling in?”

“Hmm?” Startled, Peso blinked. “It’s been months, Professor. I think I’m as settled as I’ll get.”

“Er, yes, of course. But if anything changes, to, ah,  _ un _ settle you, I want you to know that, as your Commissar, you can talk to me.”

“Oh. Okay.” Peso smiled past his confusion. “Thank you. If anything, I think the Creature Reports are the most unsettling part of my job.”

“I agree,” Shellington chimed in. “Professor, when can we stop?”

Inkling’s electronic chuckle managed to be warm despite coming from a cephalopod speaking through a computer. “In another two hundred years, or thereabouts. We made a five hundred year agreement trading a song and dance for Queen Isabella’s support and the current monarchy isn’t willing to change it. We’ve asked.”

The fascinating history of the Octonauts, from the dream of a rare octopus shifter in the mid eighteenth century to a global charitable organization supporting the advancement of marine life, was known to Peso, but he enjoyed hearing Inkling’s take on it. Inkling often spoke as if he’d been there in the early days of the organization.

“What was the Queen like?” he asked. “Why would she make that demand?”

“Because she was six.” Inkling’s chair hummed away. “Come to the library, Peso. I’ll tell you over some tea.”

Peso hurried after him. 

**Notes for the Chapter:**

> I love the idea of cephalopod shifters being like, "We need funding to help our marine brethren," and some child queen being like, "Yes, but you must sing for me."
> 
> Note that I haven't read the books, so if the books actually do say how the Octonauts started, um, can someone let me know?


	9. The Octonauts and the First Date -- Part One

**Summary for the Chapter:**

> Kwazii takes Peso out on a treasure hunt and it all goes horribly wrong. Or does it?

**Notes for the Chapter:**

> Because my other hobby is to give the most happy and light-hearted characters tragic backstories.
> 
> Warnings for phobias and rum abuse.
> 
> Music Recommendations:  
> Murdbrain, Savrokks & Elle Vee - Hold Me Down  
> Unlike Pluto - 8-legged Dreams  
> Famba - I Feel Your Pain

The Octonauts and the First Date -- Part One

The days passed quickly for Peso. In between missions, he helped Dashi respond to social media messages on Barnacles and Kwazii’s behalf--” _Luddites_ ,” she complained, “all of them.”--practiced his xylophone, read a book Barnacles had loaned him, and occasionally turned a corner to find himself in sudden close quarters with one or the other of his suitors.

“Heya, mate,” Kwazii said when Peso slid into the medbay corridor. He leaned against the medbay door, thumbs hooked in his low trousers, wrists framing his pink, mostly healed wound, regrowing fur, and a healthy expanse of flat, silky abdomen. The effect was not lost on Peso. “Fancy meeting you here.”

Peso didn’t fight his smile as he approached, though his pleasure at seeing Kwazii, as always, mingled with nervousness and indecision. “Have you been waiting long? You could have called me.”

“It’s more fun this way. Cats are excellent ambush predators.” 

“You mean… you couldn’t be bothered to call ahead?”

Kwazii shrugged. “We’re strategically lazy ambush predators.”

"You're a vegetarian."

"Strategically." 

Peso joined him at the door, shaking his head, and triggered it to open. “So how can I help you?”

“Oh, so many ways.” Kwazii entered behind him, close enough that Peso could feel his warmth and feel the movement of air from his quick steps. 

His skin shivered at the proximity--it had been days since he’d been alone with either Barnacles or Kwazii, and his physiological reactions only seemed to be getting stronger. As though his body had gotten a taste, and wanted more. 

“But first…” Kwazii swaggered to the examination table, tail swaying, and hopped on. “I need a clean bill of health so I can take you somewhere.”

A little thrill danced up Peso's spine. Whenever he was alone, he half-convinced himself that he'd imagined everything between himself and the two people he most admired. And then something like this would happen to remind him of the very heated, if fleeting, moments he had shared with both of them. His fingertips would remember soft fur and smooth skin, his lips would remember the pressure of urgent kisses, and his entire body would light up with awareness.

He stared at Kwazii and Kwazii’s bare chest and heavy-lidded gaze for a few frantic heartbeats, caught up in memory, and had to shake himself back to reality. 

Kwazii was on the table, so Kwazii was a patient.

Peso was responsible for keeping him safe.

“Lie down,” he squeaked, cleared his throat, and tried again. “Lie down, Kwazii. I’ll take a look.”

Without arguing, Kwazii swung his legs up, crossed them at the ankle, and laced his hands behind his head as he stretched out for Peso’s examination. 

Peso washed his hands, slid on his exam coat to remind himself of his duty, and approached. Kwazii spared a slow blink and a smirk, and then closed his eye with a little sigh. 

Trying not to notice the rippling chest and stomach laid out in front of him, Peso gently brushed the fur and skin around the pink scar, finding it healing quite nicely. “It looks good,” he said, surprised. “Thank you for listening to my instructions.”

“You hit me where it hurt. Being off missions is torture, mate.” Kwazii rolled onto his hip and propped his chin on his fist. “So can I go out? I have a map to follow and a cute penguin to impress.”

“Hmm.” Peso stepped away to lean against his desk. _He thinks I’m cute?_ He tried to ignore the comment. “Though it looks good on the outside, I don’t want you to tear anything internally.”

Kwazii’s ears tilted back with displeasure. “Aw, Peso--”

“But--” Peso held up a finger to forestall his complaint. “If you can assure me that you won’t do anything too strenuous _and_ you bring the medic, then I think you can go.”

Watching Kwazii’s expression transform into surprised happiness was well worth the tease. He bolted up, with no sign of discomfort, and leaned in to grasp Peso’s forearms. “I can’t make any promises, mate,” he purred. “If I bring the medic, then there may be some strenuous activity. But I’ll try to be careful. You’re off tomorrow, aye? Have any plans?”

The sudden closeness and the strong fingers closing on his arms made Peso stumble over his words. “N-not yet.”

“Now you do.” Kwazii shifted closer, his voice becoming rough, the edges of his words tattered by a faint vibration in his chest. He practically pressed Peso against the desk, the length of his body a warm line, his dark green eye tracing Peso’s face, his tail curling around Peso’s knee. His chest rose and fell with a deep breath, as though he was smelling something, and then he stepped back, releasing Peso from the spell of his presence. “Tomorrow morning I’ll be at your door. Oh six hundred.” He paused. “Well, maybe seven.”

“Okay,” Peso managed faintly. 

Kwazii hesitated, his gaze searching, his jaw working. He gave his head a quick shake and retreated to the medbay door. “See you later, mate. Take it easy today. You’ll need all your strength tomorrow.”

**

At ten minutes to eight the next morning, Kwazii hurried to Peso’s globe, cursing his own habit of hitting the snooze button on his alarm about seventeen times too many. He’d already visited the galley to collect their breakfast and lunch and the launch bay to prepare the Gup A, leaving him scrambling to get to Peso before Peso gave up on him.

He somersaulted up the tube and triggered Peso’s door chime. Peso answered quickly--revealing himself dressed in his usual uniform, a large book open in one hand.

“Is that the Octopod manual?” Kwazii asked, startled. “You do know how to have fun, don’t you?”

“Um.” Peso glanced down, closed it, and moved to set it on his neatly made bed. “Good morning, Kwazii. Are we…” He looked Kwazii over. “Should I be in my wetsuit?”

Kwazii held out his arms to show off his snug orange wetsuit and the calf-high blue boots that Tweak insisted were part of the Octonauts image _and_ would protect him from anemones, urchins, snails, coral, and ornery crabs--even if blue really wasn't his style, innit? “Sorry I didn’t warn you, mate,” he lied. “I guess you’ll need to get changed.”

Peso gave him a flat stare.

Kwazii smiled. “I can wait.”

He expected Peso to ask him to leave, but his shyness didn’t extend to his skin, much to Kwazii’s delight. Or maybe, since he’d arrived on the Octopod mostly naked, he’d lost any self-consciousness about his common form. So Kwazii got to lean back and watch Peso remove his shoes and socks, shrug out of his jacket, unbutton his white shirt, and slide out of his trousers. As he hung up his uniform and pulled his wetsuit from his closet, Kwazii ogled him shamelessly, reacquainting himself with his pale, lean form and the flush of red that shaded his cheeks, throat, and chest despite his apparent nonchalance. He picked out the bird characteristics that Peso couldn’t hide--the lack of mammalian features like nipples and a navel, the well-developed chest and shoulder muscles, that fine bone structure that Kwazii just couldn’t get enough of… 

_I could watch you all day._

“You would get bored pretty quickly,” Peso said over his shoulder as he stepped into his suit. “I don’t do much that's interesting.”

“Aw, I didn’t mean to say that out loud.” Kwazii rubbed his face. “I don’t usually get up this early. True, though. I love looking at you.”

The red darkened gratifyingly. Peso, apparently speechless, continued pulling on his suit. He zipped it up and fetched his blue collar from his desk. “I will need my helmet?"

Kwazii nodded. "Best to be prepared when we're following Calico Jack."

"Who?"

"Me grandfather. The best pirate who ever sailed.” Kwazii straightened and puffed out his chest as he spoke. “He’s explored every corner of the sea and left behind the most amazing maps to lead the bravest explorers to the greatest treasures.” 

“Wow,” Peso breathed as he fit on his collar. “That is a lot of superlatives.”

“A lot of what-a-tives?” Kwazii shook his head before Peso could answer. “Never mind. Aye, he’s super, and I’m following in his footsteps. There’s some islands near our current location that line up with one of his maps, so I want to investigate. And I want you to come with me.” He held his breath, worried that Peso, upon hearing Kwazii’s plan, would bow out, uninterested in wild expeditions.

But Peso jumped on the balls of his feet, hands clasped together. “Yes, that sounds fun. What kind of treasure did Calico Jack hide?”

“That’s the exciting part--” Kwazii lowered his voice and wiggled his fingers, “ _no one knows_.”

“Ooh,” Peso uttered, suitably impressed. “I will bring my bag. Just in case.”

“What?! It’s not going to be _dangerous_. I’m not going to take you into danger for our first date! ...Probably.”

“I will take my chances.” Peso smiled over his shoulder in that sweet, shy way he had when he was teasing Kwazii, that made sure Kwazii was in on the joke. 

Were all penguins this combination of wonderful wrapped in a demure package? Would he be completely lost if he went to Antarctica?

In the corridor, they walked side-by-side in easy silence, Kwazii positively humming with excitement. He couldn’t wait to get Peso out in the water, show him the kind of adventures they could go on if they spent the rest of their lives together. A world waited for them to explore.

He’d nearly reached the launch bay tube when he realized Peso wasn’t with him anymore. He spun, hunting for his missing date, and found him midway down the corridor, staring silently at none other than the good Captain Barnacles, who’d appeared from the HQ slide.

Kwazii briefly struggled with annoyance that Barnacles could distract Peso, but it faded quickly when he watched Peso do nothing more than wave before he hurried to catch up. Barnacles looked up and met Kwazii’s watchful gaze with a blank expression. If he knew Barnacles, he was probably in the midst of strategizing how he could win Peso’s heart without destroying his relationship with Kwazii, without realizing that he _couldn’t_ destroy it. Kwazii had long ago decided that he would always follow Barnacles in his life as an Octonaut, and this little dilemma wasn’t going to change that. Whoever ended up with Peso, Kwazii would still be there, first mate-ing all over the Octopod.

_Should I tell him?_

_But he should know by now, right?_

Kwazii felt a twinge in his chest, a little reminder of what it had felt like to be rejected by someone he so deeply respected. And to see Barnacles make a move on Peso--someone Kwazii also wanted--added a new twist to the old, half-healed pain. 

“Kwazii?” Peso prompted when he jogged up.

“Aye?” Kwazii curled an arm around Peso’s shoulders and urged him into the slide down to the launch bay. “No time to waste, mate.”

He offered a jaunty smile and wave to Barnacles before jumping in.

Tweak was already hard at work, just a pair of turquoise ears sticking out from under the Gup C where it rested on a platform. Electronic music blared from the main computer, making Kwazii wince and mime to Peso that they should hurry into the Gup A before they lost their hearing.

“So where are we going?” Peso asked when they’d closed the gup and could talk again.

Kwazii fiddled with the gup’s computer to bring up the Octopod’s network and found the maps Dashi had helped him digitize. He found the one that aligned with nearby landmarks and rubbed his hands together as it appeared on screen. “Here,” he said, pointing to a group of islands--not even islands, they were just rocks jutting from the sea--in the shape of a feather. “Calico Jack says there’s a cave of some of his best treasure, at the end of a maze and guarded by a monster with a million legs.”

“Guarded by a monster?” Peso repeated, wide-eyed.

“With a million legs,” Kwazii agreed, grinning widely. "Maybe the mysterious Thousand Claw Snapper, or the elusive Venomous Crimson Sea Millipede. We're going to find out. Buckle up."

Tweak had already opened the launch bay for him when he packed the gup; he just had to set the destination coordinates and leave. He hadn’t driven in ages, so he gave the gup its head and burst out with a “Yow!”, glowing inwardly when Peso yelped and grabbed his arm rests.

Kwazii, usually piloting his sleek and beautiful Gup B, didn’t get many opportunities to show off for a passenger. He sped into the bright blue, dawn lit ocean, performed a loop-de-loop, zig-zagged around a kelp stand, joined a school of tuna in their acrobatics, and finally puttered to a stop at the target landmark. 

“And we’re here in time for breakfast,” he crowed, turning to Peso.

“Right,” Peso urped, a hand at his mouth.

“Er, you okay there, mate?” Kwazii looked Peso over.

“Yes. Yes, fine.” Peso smiled weakly. He looked a little green, but bravely pointed at the rocky islands, the crags and dark crevices, and the little groups of fishes. “That’s where we’ll find the cave?”

“Somewhere in there, but we can’t explore on an empty stomach. Calico Jack’s first rule.”

Kwazii set the gup’s autopilot to keep them in place and stood to rummage in the back compartment where he’d stashed his supplies. “I brought breakfast.”

“Oh, thank you.” Peso joined him, but stopped in the doorway and smiled, shaking his head with what Kwazii hoped was fondness. “Is that a candle?”

“Are you impressed yet?” Kwazii finished setting up his little table--a footstool purloined from the library--draped a cloth over it, and set a candle in the middle. Then, because open flame in an enclosed space was a bad idea even for him, he hit the switch on the bottom that turned on the tiny, flickering electronic wick. 

Peso stepped in and sank to his knees on one side of the table. “I’ve never had a candlelit breakfast before.” 

“I’ll take that as a resounding ‘aye’,” Kwazii said. He pulled out some dishes that the vegimals had kindly packed for him based on Peso’s top three breakfast orders. “Take your pick, mate. Or take them all.”

Presented with large portions of kelpmeal and dried fruit, scrambled Western style bean curd, and several pieces of plain toast and vegemite, Peso leaned away. “How much do you think I eat? Some of this is for you, right?” 

Kwazii shrugged and lay on his side, head propped on his palm and knee comfortably bent. “Go ahead. I was up early and had to grab a bite already.”

Peso’s brow wrinkled. “You just want to… watch me eat?”

Realizing that he might not be doing such a great job at this “date” thing, Kwazii bolted upright. “Um. Naw. Of course not. Just go ahead and pick what you’d like and I’ll eat the rest.”

“Okay.” Still looking a bit uncertain, Peso served himself a bit of everything. 

Kwazii did likewise, though he wasn’t very hungry, and watched expectantly until Peso took a nibble. “Is it good?”

“Mm.” Peso nodded. “Of course. It, well, the vegimals made it. Thank you for bringing it for me.”

“Mmhmm.” Kwazii forced a few bites, but was more interested in watching Peso, examining every little expression on his face, the way he chewed and swallowed, the way he held his fork.

“Kwazii,” Peso said softly, bringing Kwazii’s attention back up.

“Aye?”

“You, um, don’t have to do this.” Peso set his plate down and Kwazii’s stomach sank with it. Peso looked neither impressed nor happy.

“Do what?” Kwazii, not typically a nervous cat, fretted the edge of the cloth. He tried to smile, but his tail flopped loudly behind him, giving him away.

“I told you… I just want to get to know you better. You don’t need to bring me breakfast or show off your piloting. How about, instead of… of this...” Peso gestured with his fork to encompass the little table and flickering candle. “How about you tell me about your grandfather? What was he like? Why are you following him?”

“Eh…” Kwazii fretted the cloth more. “Calico Jack was the greatest pirate--”

“Who ever sailed,” Peso finished, smiling. “How was he as a grandfather?”

“Uh, great.” Kwazii pushed himself up and started packing away their dishes. “We should go find that cave.”

“Okay.” 

They cleaned up in silence, Kwazii struggling with Peso’s question, struggling with old memories, not knowing what to say. He was a cat of action, not introspection. But the more the silence stretched between them, the further away he could feel Peso drawing. Kwazii was ruining his chance. 

He had to do something to bring them back together. How had they gotten so close before? How had he gotten Peso to come to him, to welcome him?

As they settled back into the gup’s seats, Kwazii snagged Peso’s elbow to pull him in. “A kiss for luck?”

But Peso turned his face away, looking troubled. “You don’t need luck, do you?”

Recognizing the lack of interest, Kwazii released him with a sigh. “Not for a bit of treasure hunting, no. I suppose.”

He returned to the gup’s controls and struggled to refocus on the map and the rocks ahead, cursing inwardly. What was he doing wrong? Adventures and candlelit dinners _always_ worked. It should have been perfect for his innocent little penguin. Why wasn’t Peso happy?

_Don’t give up now, mate_ , he told himself as he piloted the gup into the rocky maze. _The treasure will win his heart._

The ‘maze’ indicated by Calico Jack’s map was little more than a tricky route through the rocks, easily navigated. Kwazii began to wonder if this landmark was a dud when the maze posed no challenge and no caves or many-legged monsters magically appeared. He reached a dead end at the end of a narrow canyon and drummed his claws on the steering, annoyed. 

“Sorry, mate,” he finally sighed. “There’s nothing here.” He couldn’t bring himself to look at Peso and the disappointment that must be on his face. “That’s, um, what happens sometimes. I try me best to follow these maps, but...”

Slim fingers curled around his wrist. 

“It’s okay,” Peso said. “I wanted to spend time with _you_ , not Calico Jack.”

“You wouldn’t say that if you’d known him.” 

“Tell me.”

“Ah, he was… He was like a tall tale come to life. Like a blustery gale that sweeps you off course and takes you to a new land. Whenever he’d visit, I’d forget about real life and me dreams’d get a lot bigger.”

“Visit?” Peso prompted. 

“Aye, he’d blow in when the tide was right, sit in the big chair, smoke his pipe. I’d fight me brothers and sisters for a spot on his knee so I could hear every word when he told his stories.” Kwazii lost sight of the gup and their rocky surroundings, remembering nights of crackling fires and heady pipe smoke and the sweet smell of rum and purring on his grandfather’s lap. “That’s why I wanted to shift so badly. I wanted to join his crew.”

“Did you?”

“Naw. I got… impatient. I learned to shift. I learned to fight and sail. I wanted to meet him on the sea, show him how strong I’d become. So I left with another crew and never saw him again.” Regret tightened his throat. He cleared it roughly. “Now I’m trying to find what he left behind.”

“Then why did you join the Octonauts? That must make it hard to follow him.”

Kwazii blinked back to reality and flashed a grin, trying to regain his normal self. “When I met the Captain and the other Octonauts, that dream got even bigger. Exploring is one thing, but exploring and _protecting_ the treasures you find, that’s a whole other thing, mate.” With effort, he looked up at Peso, half expecting him to be bored or rolling his eyes at Kwazii’s silly dreams.

But Peso was just watching, his gaze considering. He sat sideways in his chair, a leg pulled up beneath him, his head leaning against the rest. “Thank you,” he said.

Heat rose in the back of Kwazii’s neck. He looked away, embarrassed by the sudden outpouring of back story. No one needed to hear all that.

His downcast eye caught on a smudge in the gloomy depths of the rocky canyon. A bit of green algae, the shape of it reminded him of a familiar cat’s head.

“Shiver me whiskers,” he muttered, straightening. “We might not be lost after all.” He directed the gup down into the dim shadows and turned on the light. His heart leapt when he found Calico Jack’s cat head and crossed bone insignia cut into the stone and barely visible under a layer of algae and sea life. “That’s Calico Jack’s flag.”

“You were right,” Peso exclaimed. “That’s fantastic, Kwazii.”

_Ah, there may be a chance yet._ Kwazii shared a smile with Peso and once again set the gup to autopilot. “Ready to explore? I don’t see the entrance, but it must be around here somewhere.”

“Mm,” Peso nodded firmly. 

They triggered their helmets and slid out through the gup’s hatch. Kwazii shivered from the cold, even through his wetsuit and fur--always that brief moment where the chill nipped at him and made him wonder what a cat was doing in the ocean. Then, in the light from the gup, he kicked his way along the canyon wall in front of them, starting at Calico Jack’s insignia. Peso searched nearby, his movements effortlessly graceful. 

“Ah, here we go.” Kwazii found a dark little tunnel near the sea floor. “No wonder he put his sign up, you’d never see this from a ship.”

“Is it safe?” Peso wondered, joining him. 

“Now there’s a question I’ve never asked before.” Kwazii peered into the black space. As far as he could tell, the worst danger was the dead husk of an anemone bristling near the entrance. “If Calico Jack sent me here, I don’t think we have anything to worry about.” He entered the narrow space, finding it wide enough to wave his arms freely. “Here we come, grandpa's favourite treasure.”

A few metres in, the tunnel turned and cut off the light from the gup. In the blackness, Kwazii could see a very faint, greenish light coming from much deeper in the cave. Intrigued he swam slowly forward.

“Should we turn on our lights?” Peso asked. 

“There’s light up ahead.” Kwazii wished he could flip up his eye patch so his sensitive eye could make it out better. “We’ll be there soon.”

Something brushed his tail, making him smile. Is this what got Peso interested? Being in the dark, hunting for treasure? 

Then he nudged something with his boot. “Sorry, mate,” he murmured. “Didn’t mean to kick you.”

“You didn’t kick me,” Peso said from beside him. His _other_ side.

“Let’s turn on our lights, then,” Kwazii said tightly, coming to a halt.

He flicked on his flashlight and his heart stopped, his ears rang, his body stiffened in sudden, paralyzing fear. 

Spiders.

Spiders.

Thousands of spiders.

They covered the walls, ceiling, and floor of the tunnel.

They swam around him. 

Their skinny, bent legs scuttled and waved and crawled on the rocks and on each other. Their tiny bodies bobbed. 

Spiders.

They crawled. 

_All over._

He screamed and thrashed backward, so blindly panicked that he crashed into the tunnel wall where it turned, and a cloud of spiders erupted around him. He screamed again, heart and stomach in his throat, hands clawing the water to get him out of that nightmarish tunnel. 

He burst into the open water, zeroed in on the gup, scrambled inside and rolled around on the floor, terrified that one of the spiders might have caught in his suit or on his tail and come with him. 

Something grabbed his arm and he shrieked and curled himself into a corner, eye clenched shut and sobbing.

“Kwazii, Kwazii, it’s me!” Peso’s voice finally got through the terror clogging his ears.

Kwazii balled in on himself, realization crashing in to join the cold, slicing fear. What had he done? Now Peso knew. Peso knew he wasn’t the fearless Kwazii Cat, former pirate and Octonauts first mate. He was an arachnophobe. A gibbering, crying, terrified arachnophobe.

“Kwazii… It’s okay. You’re okay now. Breathe. In and out. I’m here.”

Peso vanished Kwazii's helmet and smoothed his hair and scratched his jaw like he’d enjoyed only a few weeks earlier, but it just made his skin crawl. 

Kwazii curled tighter, hiding his head. Peso must have gotten the point, because he moved away, but didn't go far. Kwazii could still hear his calm, steady breathing. 

After some time, Kwazii's heart and breath calmed. He could move again. And. He knew he couldn't hide anymore. Reluctantly, he peeked out from under his arm, shuddering and expecting to find that he'd brought some of the eight-legged buggers with him. But the compartment revealed only his stash of supplies in the corner, the gup's storage boxes, and Peso's black legs, stretched out and crossed at the ankle. Kwazii followed those legs to their owner, and found Peso gazing at him with a gentle half-smile.

"Hey," he said softly. "You okay?"

_No._

"I'm fine," Kwazii gritted. He forced himself upright on his shaking arms, got to his shaking legs, and supported himself into the cockpit. He slumped into the pilot's seat, cast a glare at Calico Jack's treacherous head, and set the gup to manual control. 

"Where are you going?" Peso appeared beside him. 

"Back to the Octopod." Kwazii couldn't look at him. 

"But… your grandfather's treasure?"

"I… can't." Kwazii squeezed the steering and jerkily pulled the gup into motion. 

"The spiders?"

"I don't want to talk about it, Peso," Kwazii growled. "I just want to forget this ever happened."

"You worked so hard to get here." Again, Peso touched his arm, fingertips resting on the tendons bunching in his wrist. "Let me help you."

Kwazii shook him off. "No!"

He heard a sharp inhale and immediately groaned and palmed his face. 

"I'm sorry, Peso," he moaned into his hand. "Just… I need to be alone." He knew Peso was slipping away from him, but he couldn't stop it. He couldn't bear Peso's eyes on him, couldn't bear the thought that his sweet penguin must think so little of him. 

"Kwazii, you have nothing to be sorry for. I feel like I am seeing a part of you that I have never seen before."

"Me worst part. What kind of pirate's afraid of spiders?"

"But Kwazii, you are not a pirate."

Kwazii shuddered, hurt by the hard truth. "I know."

"No, I mean, you are an _Octonaut._ "

"What?" Finally, Kwazii managed to glare out between his fingers. 

Somehow, Peso was still there, that gentle warmth in his eyes. 

"Do you want to find that treasure?" he asked. 

"I don't know." Kwazii cringed. The memory of that tunnel was too fresh, sweat beaded on his brow at the thought of going near it, at the thought of those thin, reaching legs. 

"It's okay if you don't. For me, anyway. I will leave you alone if that is what you really want. But… if you want I… I would like to help you."

"How?"

"Is it worth going through that tunnel to find your grandfather's treasure?"

"No." Kwazii shuddered, every hair trying to bristle. 

"What about… protecting it? What about fulfilling your dream as an Octonaut?"

"I can't!" Kwazii couldn't stop his voice from twisting into a yowl. 

"But could you try? For the right reason?"

Kwazii glared at Peso's sympathetic expression. "I'm not your patient," he spat. "Stop trying to help me. I don't want it." He was supposed to be the fearless Octonaut--he shouldn't need help. 

"You are my friend. I care about you a lot, Kwazii. I care about your dreams, just like you care about mine. If I was the one who needed help, wouldn't you help me? Can we try one more time? Together? I have an idea."

"Is it to borrow the Gup D and drill through the other side?" Kwazii asked, perking up.

Peso smiled. "That can be Plan B." He rubbed Kwazii's arm and reached over to toggle the gup back into autopilot. "Let's not go anywhere yet, okay?"

"Aye," Kwazii agreed grudgingly, leaning back and digging the heels of his palms into his eyes. 

**

Peso, with a last lingering look at Kwazii, turned his attention to the gup's communication display. He'd almost triggered an alert when Kwazii started screaming, not knowing what the problem had been. He was glad that he hadn't--Kwazii obviously didn't want anyone to know about his phobia. 

_To think, all this time this fear was inside him. I had no idea._ Kwazii--who could face down sharp teeth and stingers, poisonous jellies, tentacles, worms, geysers, eruptions, black caves, potential crypts, and so many other life-threatening dangers with nothing more than a laugh and a somersault--was terrified of spiders, which Peso was pretty sure were harmless. The sound of his scream and the sight of him balled up in the corner… Peso wasn't going to forget that anytime soon. 

_He can get through this._ Peso wasn't going to let Kwazii give up without a fight. Not after finding out how important it was to him. He'd been thinking that Kwazii's adventures were nothing more than diversions, for entertainment only, until Kwazii finally revealed more about his relationship with his grandfather and how it had shaped him and how this was his only way to be close to him. The cracks in his facade were letting Peso look in to finally see the real Kwazii. 

Peso shook himself out of his contemplation and typed Shellington's code into the display. 

Shellington's round, furry face appeared, an indistinct glass wall behind him. "Shellington here."

"Shellington, do you have a moment?"

"Yes, of course, Peso. What can I do for you?"

"What can you tell me about sea spiders?"

"Sea spiders?" Shellington's head tilted. "Well, they're not technically spiders, for a start. They usually live on the sea floor. They have four to six pairs of legs and very tiny bodies--their organs are mostly in their legs. They use their long proboscis to suck nutrients out of soft bodied animals."

"Are they dangerous?"

"To a sea slug, sure, but not to us. No venom, no fangs."

"Kwazii and I found a cave full of them."

"A cave of sea spiders? Fascinating! They don’t typically gather in one place. I'd like to see--"

Another face entered the shot behind Shellington's shoulder. "Is Kwazii all right?" Barnacles asked, blue eyes narrowed in concern.

_He knows? Of course he knows--they're best friends._ Peso tried not to feel like an intruder, like someone getting between those two close men. He gave a reassuring smile. "He's okay, Captain. Thank you for the help, Shellington."

"Do you need the Octonauts?" Barnacles persisted. 

"No, we're okay, but thank you. Peso out."

Peso turned back to Kwazii, who continued slumping in the pilot's seat. He could sympathize with what he was going through--Peso was often afraid of the sometimes dangerous or mysterious creatures and places that they encountered. But there were two things that always got him through: the other Octonauts and _being_ an Octonaut. 

"I am here with you," he said. He wanted to reach out and stroke Kwazii's hair and ears, but resisted the urge to preen. Kwazii didn't seem to appreciate it in this state. "We can do this together. You have a duty, Kwazii."

"To find treasure?"

"To explore, rescue, and protect." Peso smiled encouragingly. "Come with me. Don't give up on yourself."

Kwazii's arms dropped. His expression was not the cocky grin that Peso was used to, but a tense, wide-eyed grimace. His ears swiveled back. "It's not something I can just turn off," he growled. 

"I know. I… I'm afraid all the time. I'm not bold or brave. You've faced down so many things that I never could. So I understand. If you turn back at the tunnel, I won't think any less of you. I… I'm actually glad that I could be here with you today. I feel… closer to you." Earlier, with Kwazii just blankly smiling and acting like a caricature of himself, Peso had felt nothing but sad and bewildered, like he had completely misjudged him and his own feelings. But then, seeing him fall apart, seeing him in need, Peso's admiration returned in full force. 

Kwazii's scowl weakened, leaving him looking… lost. Uncertain. "You never let your fear get the better of you, " he scoffed. "You've never run in terror from anything."

"I cried on the captain on my first day," Peso blurted. "I thought I was going to get fired."

Kwazii blinked, his expression slack with surprise. Then he burst into laughter. "You cried on him?" he repeated. Peso flinched, stung, but Kwazii shook his head, still chuckling. "No wonder he likes you so much. Cute, smart, funny, talented, _and_ he got to be the big, strong bear for you? Shiver me whiskers, he didn't stand a chance."

"I--I didn't do it on purpose," Peso stammered, hot all over at Kwazii's implication. "I was just so scared after crawling inside that shark. The whole time there was a voice in my head screaming at me to get out, but it was my first day and you were all there and I was more afraid of letting you down than I was of being eaten. And then it was all over and I couldn't breathe and then I was crying and I tried to hide it and then the Captain hugged me." The memory of that shark's bloody, squeezing throat still made his heart hammer. He clasped his hands in his lap and stared at them. "Sorry, I didn't mean to make this about me, I just wanted to tell you. I know what it is like. To be afraid."

"Aw, well, thanks, Peso. And I'm… sorry. For. Not being meself." Now familiar, Kwazii's strong, scarred, lightly furred hand stole into Peso's lap to steal one of his own. Something in his chest loosened and Peso realized that he'd _missed_ Kwazii's constant touching. "I know you're just trying to help."

Peso laced their fingers together and glared determinedly into Kwazii's single eye. "And I know you can do this."

"Eh…" Kwazii looked away, but he didn't take his hand back, so Peso brightened with hope. "I won't make it in there."

"That's okay. You don't have to. Just come with me to the entrance. I want to try something. Please? Not for me, not for Calico Jack, but for yourself."

"Eh…"

Peso squeezed his hand and offered, "I can give you a kiss for luck?"

Kwazii's green eye flashed. "I thought I didn't need luck?"

"It's for me," Peso admitted. 

Another laugh and Peso warmed through as Kwazii finally smiled. “I’ll still take it,” he said in something resembling his usual cocky tone. He leaned across the space between their chairs to accept the chaste kiss Peso offered, his lips a soft, fleeting warmth. “All right,” he said when they parted. “Let’s get this over with.”

**

Outside the tunnel, Kwazii couldn't believe what he was doing. _Amazing what a cute penguin can do to a pirate_ , he grumbled inwardly. Peso had been so sweetly insistent, so sympathetic, and Kwazii felt so awful for yelling at him, that there they were again, staring into the black opening. But now Kwazii knew what lay within. 

He’d liked it better when it was an impenetrable abyss of mystery.

“Monster with a million legs,” he muttered to himself. “Not a funny joke, Calico Jack. Not funny at all.”

“Did he know about your phobia?” Peso asked.

“Naw. No one knew.”

“Except Captain Barnacles?”

Kwazii should have been surprised by the assumption, but Peso was a sharp little penguin, nothing much slipped past him. “Mm,” he agreed. “But then, he’s Barnacles, isn’t he?”

“Yes,” Peso said softly. He took an audible breath. “Okay, Kwazii. Ready?”

“Not at all,” Kwazii admitted. The sweating had started again, the tension in all of his muscles warning of impending paralysis, a distant ringing in his ears, tightness in his chest, a sense that he couldn’t breathe-- 

Peso squeezed his hand. “You can do this,” he said, so much white noise.

Kwazii watched him swim up to the cave entrance and flick on his flashlight.

Even at that distance, Kwazii could see the long brown, yellow, black, white legs-- _so many legs_ \--they were all leg, just legs, and the sight of them made his skin prickle.

“Hello?” Peso called into the narrow space. “My name is Peso. This is my friend, Kwazii. We are Octonauts. We explore and help any sea creature in need. Can you tell us about yourselves? What are so many sea spiders doing in one cave?”

_Oh no…_ Kwazii suddenly realized what Peso was doing.

A cacophony of voices answered Peso.

“It’s him!”

“He’s returned!”

“The Captain!”

“The Captain has returned!”

A flood of spiders erupted from the cave, swimming jerkily, nightmarishly toward him.

Kwazii floundered backward again, his limbs tightening, incapable of so much as a scream as his throat closed and his heart slammed frantically in his breast and his lungs swelled in agonizing helplessness as they tried to breathe but couldn’t suck air past his pure terror.

Peso tried to stop them, his voice barely audible over the din of a hundred spider voices, but they flowed around and over him, using his outspread arms and helmet to launch themselves at Kwazii until he was just a dark figure consumed by a cloud of legs.

His back hit the gup and then they were on him, their tiny feet prickling through his suit, their awful bodies mingling on his helmet, blocking the light, their little claws tickling his hands and tail.

He sobbed, choking, and clung to the gup, claws scrabbling uselessly at the shark-proof hull. Tears scalded his eyes and face--all the worse from under his eye patch. He was a _pirate_ but he was _crying_ \--

“Captain! Captain! You’re here! You’ve returned, just as we knew you would! Captain! Welcome!”

The ceaseless chanting buzzed in his ears, bounced around his skull. It didn’t make any sense, it was just noise, noise, noise, digging into his head, driving him mad.

“N-no,” he croaked. “No, please, stop.”

“Kwazii!” Peso wriggled in next to him, gently pushing the spiders aside. “Kwazii, I’m so sorry, let’s get you out of here…” His arm went around Kwazii’s waist and tugged him toward the gup’s hatch.

“No!” Cries went up in the frenzied mass. “Come with us, Captain. We did as you commanded. Come see your treasure!”

“We protected it--”

“Just as you told us, Captain.”

“I protected it the best. I did! Lydia!”

_Oh no…_ Kwazii wished he could plug his ears. Names. Not _names_.

“No, it was me! Emmitt!”

“Dmitri!”

“Ella!”

_No, no, no…_

They weren’t spiders anymore.

They were _named_. 

They were duty. Responsibility. 

As the swarm shouted to him, called their names and begged him to go with them, he was helpless to resist.

He’d sworn to protect them. 

“Captain,” called a little brown spider directly in front of his face, “please come.”

Duty, duty, duty…

His heart beat a little stronger with each repetition of the thought. 

His eye shut. 

He breathed.

Peso’s warm hand interlaced with his and squeezed. He squeezed back.

He breathed.

“Come where?” he managed.

“To see the treasure,” said the little spider. “We’ve kept it safe for you.”

“I’m not… I’m not Calico Jack.”

“You _look_ like him. Look at the wall. It's _him_.”

“He’s been reborn!” shouted another. “The Captain is reborn!”

_They want to show me grandfather's treasure?_ Kwazii tried to let that sink in. _They think I’m him? What did he tell them…?_

He forced his eye to open. Cringing and trembling, he forced himself to take in the ten legs splayed over his helmet, the tiny body, the long nose. The spider was the size of his palm, and she wasn’t the largest. But she wasn’t attacking. She was waving.

“Come,” she urged. “Come see. Please.”

“Why are you here?” he asked faintly. 

“You told us to guard your treasure. We’ve done a good job, Captain. None of us ever left. None of us ever let you down.”

Kwazii slowly, painfully, moved his gaze past her, taking in the spiders that had filtered down to the floor of the canyon, that perched on the walls and the gup, that continued to bob in the water. They were waiting. For him.

_They think I’m Calico Jack. They want to show me the treasure._

His thoughts moved sluggishly, as paralyzed as his body had been with fear.

_They… they’ve been… trapped here._

“How long have you been here?”

“Forever,” the little spider whispered.

“Kwazii,” Peso said, giving his hand a little shake and dislodging two spiders hooked onto his arm. “We can leave. I never should have asked you to do this.”

He could leave. Kwazii knew it. He could let Peso pull him into the gup and pluck away every spider clinging to him.

But…

“They’re trapped,” he wheezed. “Peso, they’re trapped here. Calico Jack… he... I have to…”

“Then we’ll come back with the others.”

Kwazii’s body moved on its own, driven by his duty.

He released Peso’s hand and pushed away from the gup. “Show me,” he said hoarsely.

**

The spider cave was every bit as horrible as Kwazii could have imagined. His eyes were constantly watering. He couldn’t breathe properly. He wasn’t swimming so much as jerking his legs and arms and tail to propel himself toward that black, squirming tunnel. 

The little brown spider, Lydia, muttered her awe, her joy, at being with him as she rode on his helmet. She had been waiting her entire life to meet him. 

The other spiders had calmed somewhat, and followed him sedately, or rode on his arms, legs, and shoulders. 

Peso kept pace with him, also wearing several dozen of the many-legged monstrosities.

The tunnel was still covered. Kwazii sobbed quietly as he passed under the crawling ceiling and brushed past the walls. The spiders within called and waved.

“The Captain has returned!” they shouted.

_What happened?_

The deeper they went, the larger became the spiders in the tunnel and the fewer rode on Kwazii and Peso. Spiders with leg spans as wide as dinner plates walked along the floor in the beam of Peso's flashlight. Then larger. As large as Kwazii’s helmet. As large as his arm. Finally, they entered a cave stained green from light filtering down from above the water. There, Peso sucked in a sharp breath and Kwazii swallowed a moan of horror.

Spider exoskeletons covered the floor. Hundreds. Thousands. He couldn’t see any rock or dirt beneath them. Very few spiders walked amongst them, as though the others didn’t dare to go there.

He quickly saw why, when he spotted the largest spider yet crouched against a wall, its forelegs tenderly holding a smaller spider, its long nose buried in its body.

“Lydia,” he whispered. “Have you been… eating each other?”

“Only the weak and old,” she chirped. “Not many slugs pass our cave.”

“This has to end,” he said. “Lydia, what did Calico Jack tell you to do? Where is the treasure?”

“There.” Lydia pointed to the other side of the cave. “It’s not in the water. No one knows what it is.”

Kwazii swam slowly across the cave, his stomach churning. It was so awful, he could barely take it all in: the broken, twiggy legs, the haze of decomposition, the thready, white mold wiggling off the twisted exoskeletons. 

At the far end, where the rocky wall rose up, he received his second shock. Calico Jack’s insignia had once again been carved into the wall, but now it was… decorated? Symbols had been scratched around it. Spiders, mostly. Bits of brown, white, and black colour shone under Kwazii and Peso’s sweeping lights--as though the spiders had used their own bodies for paint. It was like a shrine.

Kwazii approached--

“Stop!” A gigantic spider dropped in front of him, legs out spread. 

Kwazii shrieked and jerked back, inadvertently sinking. His boot crunched shin-deep into spider bodies scattering bits of legs into the water. He cried out in terror and swam back up until Peso grabbed his arm and held him steady.

“Who are you?” demanded the giant. “Why are you here?”

“Hagar! It’s the Captain!” Lydia declared. “He’s returned.”

“Pah! That’s not the Captain. _I_ knew the Captain!”

“You knew Calico Jack?” Kwazii asked in disbelief. Calico Jack had disappeared almost a decade earlier.

“Oh yes. The Captain gave me my holy duty--to protect his treasure. So get out!”

“H-holy duty?!” Kwazii sputtered. “You’ve been trapped in this cave and eating each other just to protect some treasure? Calico Jack wouldn’t have wanted that! I am his grandson, Kwazii Cat. I’m here to release you from this place. Go! Be free! Forget the treasure. No treasure is worth… this…” He waved an arm at the horrible, rotting place.

“Release us?” It was Hagar’s turn to repeat, his tone incredulous. “We don’t want to be free. You just want to steal it!”

“What? No! Of course not. I came to see it. To follow my grandfather. But I wouldn’t take it--”

“Lies!” Hagar jumped from out of the corpses, aiming for Kwazii's head. “Begone!” 

As Kwazii lurched back, little Lydia slipped off his helmet, her ten legs convulsing as she tried to swim.

Kwazii saw Hagar close on her and, before he knew what he was doing, he’d reached out to catch her in his palm. Hagar's long, segmented legs clasped around his arm, but without much strength. Kwazii shook him off. 

“Let’s get up there before someone gets hurt,” Peso urged, swimming toward the water’s surface.

Kwazii sped after him, Lydia cupped against his chest.

They broke into open air. Between the green glow of bioluminescent growths on the cave walls and Peso's flashlight, Kwazii could see they had arrived in a good sized cave. At the end the ground rose to a slanting, sandy surface. And there he spied a stack of old, dusty wooden crates. 

He pulled himself up, Peso right next to him, and they drew their legs out of the water. 

Kwazii looked down at Lydia, who lay gasping in his hand. She wouldn’t last long out of the water, but he didn’t dare set her back in with Hagar on the hunt.

“Here.” Peso banished his helmet and then dug in his medical bag. He pulled out a clear, folded plastic fish pack and puffed it out with a few breaths. With quick efficiency, he moved to the water and dipped it in to fill. When he’d finished, he held the full globe of water out to Kwazii. “That should help.”

“Good thing you brought that bag after all.”

“No complaining next time,” Peso said, smiling quietly.

_If there is a next time…_ Kwazii strongly doubted that Peso would want anything to do with him after this catastrophe.

Kwazii carefully let Lydia down into the fish pack, when he noticed one of her ten legs had bent up. “Aw, little matey, your leg… Peso, could you…?”

“Of course.” Peso accepted the fish pack, tucked it within his crossed legs, and pulled out a small roll of bandages.

“You saved me,” Lydia sighed as Peso worked. “You _are_ the Captain reborn.”

“I’m not the Captain.” Kwazii banished his helmet and took a deep breath, and immediately began coughing from the dust and stink of mold. He sat back, resting on his hands. “Me name is Kwazii. Kwazii Cat. Calico Jack is me grandfather. I just wanted to follow his map, see what he hid here. But now… Now we’ve got to get you out of here, don’t we? All of you.”

“We can’t leave,” Lydia gasped. “We have a duty!”

“To protect Calico Jack’s treasure. Aye, I know.” Slowly, his body aching with weariness, Kwazii got to his feet and dragged himself to the stack of crates. His sharp gaze picked out Calico Jack’s insignia burnt into the wood and he started to chuckle bitterly under his breath as he suspected he knew what it was. He unhooked a short multitool from his belt, popped open the screwdriver, and used it to pry up two of the boards. As he’d expected, he saw the gleam of dark glass within. His chuckle grew into a full, grim laugh as he pulled a fat bottle out of the crate.

“What is it?” Peso asked, still sitting with Lydia. 

“Rum. Calico Jack’s favourite treasure.” Kwazii swept a thumb over the old, peeling label--unmarked but for a stamp of Calico Jack’s insignia. “His own brew.” 

Just looking at it, his memory conjured the sharp sensation of catching a whiff of the liquor from Calico Jack’s tumbler as he took a sip between his tales. He could almost taste it, could taste the longing to _be_ a man like Calico Jack.

“And for this… these spiders have been trapped here.”

“Maybe he just asked Hagar to keep an eye on it. And then, over time, over the generations… the request twisted.” Peso tied off the bandage on Lydia’s leg with a tiny, careful bow. “You are an excellent patient, Lydia. Here is your sticker.”

Lydia exclaimed in joy as Peso placed a round sticker on one of her uninjured legs.

It was… almost cute.

“I have to get this out of here,” Kwazii muttered. “If that’s the only way to make them stop. To help them leave this place.”

“How?” Peso stood to join him. “I don’t think we can carry this out through that tunnel. Not without hurting the spiders.”

Kwazii regarded Peso and Peso’s warm, sympathetic gaze for a long moment. He dropped his pained stare to the bottle in his hand and the face of his grandfather. 

Then he pulled back his arm and threw the bottle as hard as he could against the back wall. 

It smashed and splashed, shards of glass glittering in the light, the sharp scent of rum cutting through the musty cave odour.

“Kwazii!” Peso yelped. “But that’s--”

“It’s the only way.” Grimly, Kwazii retrieved another bottle. 

**

When Kwazii, carefully cradling Lydia in the fish pack, and Peso sank back into the water, Hagar the giant sea spider was thrashing and howling in the centre of the cave. 

“You destroyed it!” he wailed. “The Captain’s treasure! Fiend! Devil!”

“Aye,” Kwazii muttered. “Aye.”

Hagar rushed at them again, but Kwazii’s fear had diminished from pure exhaustion. Hagar's claws couldn’t penetrate his helmet or suit, could barely scratch him. His proboscis stung, but only slightly, as Hagar wrapped around his arm and stabbed his shoulder.

Kwazii and Peso passed him and entered the tunnel.

“Attention, sea spiders,” Kwazii announced, trying to make his voice loud and confident, like Barnacles’. “The treasure is gone. I, Kwazii Cat, Calico Jack’s grandson, have destroyed it. There is nothing to protect. You are free to leave.”

Wails and cries rose up around them. Hagar continued to rage. Some others tried to attack as well, but with little success. Slowly, careful not to hurt any of the fragile legs and bodies, Kwazii and Peso made their way through the cave and out into the open water.

“Do you want to come with us?” Kwazii asked Lydia when they reached the gup. “When your leg’s all healed up, we can set you down anywhere you’d like. I don’t think you’d want to stick around here though, little matey.”

Spiders continued to boil around them, and Kwazii didn’t think they would look too kindly on the little brown spider who had led them to the treasure.

“Aye,” she chirped.

Kwazii smiled thinly, his heart warming.

Peso picked any remaining spiders off him and they boarded the Gup A. Once inside, Kwazii banished his helmet and collapsed against the wall. He found the foot stool and table cloth and fake candle and almost started crying again. Had they been in there, eating happily, only that morning? It felt like a year had passed. A lifetime. 

“Do you want me to drive?” Peso asked, crouching next to him.

“Aye,” Kwazii sighed. He closed his eye and turned his face away, not wanting Peso to see his weakness. Not wanting to see Peso’s… disinterest.

So much for… this…

Peso drove carefully, almost slowly, through the bright, mid-day sea. Kwazii sat where he’d fallen, holding Lydia on his lap. Every time he peaked at her and her ten legs, he shuddered, but he was too tired for a full blown panic. After he got some rest, he might not be able to hold her like this again, or even look at her. 

He hated this.

So much.

“Thanks for your help today, little matey,” he whispered to her. It was probably the last thing he’d be able to say to her.

They entered the shadow of the Octopod and then the glaring, artificial light of the launch bay. Kwazii pushed himself up as Peso moored and shut the gup down. He stood in the back, unsure of what to do, until Peso appeared and reached for Lydia. 

“I’ll take her to the medical tanks for now,” he said, taking the fish pack. “Lydia, maybe you would like to meet our scientist, Shellington. He will have lots of questions for you, and you can ask him lots of questions, too.” His voice grew fainter as he walked away, already stepping out of the gup.

Kwazii held back, trying to convince his heart and lungs to return to a normal pace. He felt so awful, on the verge of tears or rage. He didn’t want anyone to see him like this.

How had this happened?

Finding Calico Jack’s treasure was supposed to be… to be fun. To be a way to meet his grandfather. Not to… face these terrible fears. To destroy his memories.

What happened to his adventure?

He scrubbed his face, pushed his hair back, tried to convince his ears to perk up. They ached from being flattened in fear for so long. 

Slowly, he convinced himself to get moving. He’d have to clean out the gup later, he decided. He was too tired to even consider the effort of taking his dirty dishes to the galley. Tweak would just have to forgive him for leaving a mess.

Feet and tail dragging, he made it into the gup’s cockpit, over the nose, and out onto the launch bay’s concrete floor.

“Kwazii.”

The deep, rich voice stopped Kwazii mid-step. It penetrated Kwazii’s chest, found the knot of his self-control, and threatened to unravel it. 

“Are you all right?” Barnacles continued gently. He must have been standing near the computer, but Kwazii refused to look at him, afraid of what he might do if he saw that huge, strong figure regarding him with his usual mild concern. “Peso said there were…”

Kwazii opened his mouth to say that everything was fine, uttered a little croak, and continued, hurrying to the launch bay ladder. 

“Kwazii?” Barnacles caught up with him at the ladder, his warm hand settling on Kwazii’s arm. “Can you tell me what happened?”

He was so close, Kwazii could feel the immense heat that rolled off the man. Everything about him was strength, confidence, power. Usually Kwazii could resist him, or even bait him, prod him, tease him. But there in the launch bay, deeply wounded by his own weakness, his fear, his smashed memories, his lost chance with his adorable penguin, Kwazii wasn’t strong enough. He leaned in toward Barnacles like a ship keeling over in a storm, until his shoulder and head rested against Barnacles’ broad chest and stupid buttons.

“Oh. Kwazii…” Barnacles’ arms came up around his shoulders. “It was bad.” It was a statement, not a question.

Kwazii nodded. He sniffed as mucus built suspiciously in the back of his sinuses.

“Is there anything I can do?” 

Kwazii shook his head and let more of his weight slump against Barnacles, turned his face to hide his eye against Barnacles’ uniform. Tension slowly relaxed from his spine and shoulders and neck.

Barnacles and the Octopod meant safety. 

Safety, for the cat who never asked if something was safe. Who never wanted safety. Who never needed it.

But there he was. Soaking it in. Letting it soothe his raw wounds.

Safety. 

Security.

Everything would be all right now.

He was home from his adventure.

After some time--minutes? hours?-- of Barnacles just holding him and not moving, not speaking, Kwazii pulled away.

“Thanks, Captain,” he said hoarsely, and turned to mount the ladder.

“Any time, Kwazii,” Barnacles replied softly.

**

Kwazii stepped out of his shower, feeling cleaner, but just as miserable as he had upon entering it. He couldn’t chase away the nightmare images of the spiders, both living and dead. He couldn’t stop remembering his grandfather and how he’d messed up any chance of seeing him alive by being impatient and cocky. The fear and loss clumped in his gut like a particularly bad hairball.

He toweled off, threw the towel on his rack, and stepped out--

And nearly jumped out of his skin to find Peso sitting at his desk.

“Oh!” Peso yelped, spinning away. “Oh, I’m sorry, Kwazii. I thought you--I thought you’d have clothes or a coat or something…”

Kwazii stood there for a solid few seconds, utterly bewildered as to why Peso would be there. Hadn’t he seen the disaster Kwazii had become? His secret fraud? 

Then he felt a chill and realized he was damp and naked except for a thin fur coat.

“Why would I have clothes in me own bathroom?” he asked, pacing to his closet. He didn’t mean to sound waspish, he was just honestly confused.

“I… I don’t know.” Peso continued facing away, an arm up over his eyes.

“I’m not shy,” Kwazii reminded him. “You can look, mate.”

“Uh, oh, well, um.”

_He doesn’t want to look. He’s lost interest. Well. Okay._

“Why are you here?” Kwazii stepped into some loose, long trousers, threaded his tail through, and tied the drawstring. He normally wouldn’t have worn a shirt, but he was so tired and cold that he needed the extra warmth, so he pulled on a loose linen shirt with billowed sleeves and a piratey tie at the throat and cuffs. In his current mood it just made him feel like more of a fraud--did he really deserve a piratey throat tie?

“I wanted to see how you were.” Peso finally turned toward him and lowered his arm. He looked a little red in the cheek, his eyes bright. He offered a tentative smile. “Kwazii, what you did today--”

“I don’t want to talk about it.” He knew he was being short with Peso again and hated Peso’s flinch at the snap, but he couldn’t keep the defensive lash from getting out. He stalked to his bed and threw himself down, curling on his side toward the late afternoon seas glowing beyond his glass wall. “I just want to sleep. Pretend it was a nightmare.”

“But…” 

“Sleep,” he repeated.

“Kwazii…” Footsteps tapped across the room--Peso was out of his wetsuit and back in his uniform. “I don’t want to keep you up if you’re tired, but I have something for you.” His weight settled in the small of Kwazii’s back.

Kwazii almost told him not to bother, but, curiosity piqued, he rolled enough to glare at Peso over his shoulder.

Peso, the corner of his mouth quirking, held up his medical bag. Slowly, he pulled a familiar, fat bellied bottle from within. 

Kwazii bolted upright. “Peso,” he breathed, carefully accepting the bottle. “You stole from a cave of sea spider zealots?”

Peso chuckled. “Yes, I suppose I did.”

Kwazii’s fingers closed around the heavy bottle and he closed his eyes, wincing once again from the onslaught of memories, both warm and terrible.

A hand stroked his arm and his eyes popped open in surprise. 

Peso sat beside him, hand on his arm, that small smile and pink colour on his face. The way he was gazing at Kwazii, Kwazii could almost believe that Peso still liked him…

“I’m sorry,” Kwazii blurted, unable to hold it in.

“What for?”

“For… for everything. I was supposed to take you on an adventure, and instead you got to see me fall apart, and be a coward, and destroy the treasure.” He reached out to carefully set the last bottle on his desk, almost afraid of what might happen to it if he continued to hold it.

“No… Oh, Kwazii, that’s not what happened at all.” Peso cupped his cheek and brought Kwazii’s face around so he was forced to meet that gaze. “I got to learn about how close you were to your grandfather, how you felt about him, why you follow his maps. I learned that even you have fears, and then I saw you overcome them. I saw you sacrifice something _so_ important to you to protect a sea creature that you fear.” Peso’s voice and hand began to tremble as he continued, and Kwazii’s heart and stomach shivered from the intensity in his stare. “I saw you do something so honourable and brave that I am _humbled_. I can barely think of myself as an Octonaut now, compared to you. You’re amazing.” His head dropped forward until his brow rested on Kwazii’s shoulder. “I want to kiss you,” he admitted, a little muffled. “But--maybe you don’t want that right now.”

_He still likes me?_

Once again, Kwazii felt paralysed, though not from fear. He just couldn’t believe what Peso had just said. He wanted to kiss? Even though Kwazii was a mess and a fraud?

Well.

Kwazii wasn’t going to make him ask twice.

He finally allowed himself to reach up and thread his fingers through Peso’s fine hair. His other hand slid around Peso’s waist to settle in the small of his back. “I always,” he murmured, “want to kiss you, Peso.”

Peso’s head lifted. Kwazii gave himself a moment to run his thumb along Peso’s round ear and then down the tendon on the side of his neck, to admire his cute, round face and his mouth and the little tongue that peeked out to wet his lips. His heart picked up its pace, like a drum commanding a hundred frantic rowers. 

Before Peso could change his mind, Kwazii pulled him close and met his lips. 

Peso sighed and leaned in, his gentle, confident hands roaming as though given permission. One stroked Kwazii’s spine, the other buried in Kwazii’s hair and petted his scarred ear. 

Though relaxing his earlier tension, the touch didn’t threaten to knock him unconscious as it had last time. Kwazii purred happily and deepened their kiss, tilting his head, slanting their mouths together, finally convincing Peso’s lips to part so he could slide his hungry tongue within. Peso’s sigh deepened into a groan as Kwazii coaxed him out. 

Kwazii reeled him in, grip tightening, every inch of his body suddenly on fire with the need to feel Peso against him. Peso answered by dropping his hand to Kwazii’s thigh, and that was all the encouragement Kwazii needed to twist Peso down onto the bed and lie beside him. He swallowed Peso’s little noise of surprise and used the new position to crawl his fingertips down Peso’s chest and side, to his hip, his thigh, kneading every inch of flesh he could reach. His tail wouldn’t stay still--it alternated lashing the bed behind him and wrapping around Peso’s leg, as excited as its master.

After a moment’s hesitation, Peso ran the backs of his nails over Kwazii’s chest and stomach, making him shiver and tighten, and then shimmed them up under Kwazii’s shirt to explore.

Kwazii desperately wanted to roll on top of him, and got as far as slinging a leg over Peso’s thighs before the distant thought of _Three dates_ managed to break through the fog of desire clouding his mind. Going much further than making out was probably not in Peso’s plans.

For now.

So Kwazii made do with the slow, languorous plundering of Peso’s mouth, the rhythmic massaging of his flank and hip. He was going to have to brush up on bird shifter preferences--every time he dragged his claws down Peso’s ribs, he moaned into Kwazii’s mouth, so that was probably good. For his part, he didn’t need the rum when he was already drunk on the sensation of fingers digging into his back and tracing the ridges of muscle low on his stomach. But, oh, he wanted those fingers to go lower, to find the heat building between his legs… What would Peso do if he just slid on top of him, ground against him, rubbed himself all over his little body…

Kwazii broke their kiss, panting and shivering from holding back. “Peso,” he uttered. “I hate meself for suggesting this, but perhaps you should leave.”

“Hmm?” Peso murmured. His eyes, pupils so large and dark that Kwazii could fall into them, were unfocused, his face flushed. “Why?” He rose on an elbow and tried to pull Kwazii in again.

“Eh, my monogamous penguin matey, I don’t think you want to go where this compass is pointing. Yet.” Kwazii allowed himself to be kissed again, but every slide of tongue on tongue drove straight to his groin. 

“Can’t we just do this?” Peso asked once Kwazii had pulled away again. His hand had wriggled up under Kwazii’s shirt again--it roamed from rib to rib, toyed with a nipple, dipped into Kwazii’s navel.

Kwazii shuddered. “Oh, shiver me whiskers,” he muttered. “Peso, me little bird, I’m too tired to hold meself back. I want to do this--” He shifted his weight to press down on Peso’s hips and groaned into Peso’s neck as their bodies aligned. “I want to take all your clothes off. I want to do things to you.”

“Oh. Oh.” He could almost feel Peso’s heart fluttering against his own chest. “Kwazii,” he breathed, fingers tightening on Kwazii’s hips.

Not the refusal Kwazii had been expecting. Wasn’t Peso worried about mahogany? Or something? Kwazii couldn't really remember. 

But Kwazii should really, really get off of him.

With a great deal of effort, Kwazii peeled himself away and flopped onto his side of the bed, arm over his eyes. 

“No more kissing?” Peso asked, squirming beside him.

“ _No more kissing_ ,” Kwazii said loudly. He peeked under his arm and offered a smirk. “Maybe in a few hours.”

“Mmm.” Peso rolled onto his side and traced Kwazii’s face with a fingertip. “I don’t know when I’ll see you again. Like this.”

“Whenever you want to.” Kwazii caught his delicate bird boned wrist and planted a kiss on the inside. “I’m here. Just. Give me a chance to calm down.”

“Okay.” Peso twisted his arm to cup Kwazii’s cheek and rub a thumb over his eyebrow. “Thank you for the date, Kwazii. I… learned a lot about you.”

“I bet.” Kwazii struggled not to cringe and instead tried to joke, “Are you impressed yet?”

But Peso wasn’t smiling when he said, “Kwazii, I am _always_ impressed by you.”

  
 _Shiver me whiskers_ , Kwazii sighed inwardly, covering his face again, _I am lost._

**Notes for the Chapter:**

> Score: Kwazii 1, Barnacles 0
> 
> I don’t plan to do any worse drama or angst than this. Well, maybe once or twice. You know what, I’m not going to make any promises… But this is really supposed to be a comedy/romance. Honest.


	10. The Octonauts and the First Date -- Part Two

**Summary for the Chapter:**

> Barnacles shares his favourite activity with Peso for their first actual date. And it all goes VERY well. Or does it?

**Notes for the Chapter:**

> Notes:  
> It was a rough few weeks, so I needed some cuddles and kisses. ALL of the cuddles and kisses. I hope no one’s getting tired of these blokes locking lips...
> 
> Warnings for a surprisingly aggressive Peso and my hazy concept of penguin mating habits. 
> 
> Music Recommendations:  
> BRKLYN - Steal Your Heart

The Octonauts and the First Date - Part Two

_ What is happening to me? _

Peso couldn’t describe the hot, liquidy state of his own body after submitting to Kwazii’s slow, thorough kisses and the maddening stroke of firm fingers and palm from shoulder to hip. Touching Kwazii in turn--exploring his velvety angles and planes, feeling the purr rumbling in his chest--just excited him further. A foreign and powerful urge to either roll onto his stomach or crawl onto Kwazii’s back assaulted his mind. 

He didn’t know what to do about it.

So he clung to Kwazii and kissed him desperately. He feared breaking the contact between their lips, as though losing that suction and pressure, and the lapping, barbed tongue would dash this fantasy or cast him adrift, uncertain of what to do.

Then Kwazii asked him to leave.

Or, rather, warned him that he should leave, his voice tight and pained, his arm over his eyes.

Peso almost didn’t.

“No more kissing?” he asked, knowing he was on the verge of whining, but not able to stop himself.

“ _ No more kissing _ ,” Kwazii repeated emphatically. But he flashed sharp teeth from under his arm and added, “Maybe in a few hours.” It softened the disappointment somewhat.

Peso breathed deeply and forced himself not to press further. Kwazii was right. If they kept going, then… then where would it stop? He didn’t even know what to do and it wouldn’t be fair to Kwazii to expect him to lead their… their activities. And if Kwazii did… what Kwazii wanted to do… then what kind of penguin would Peso be? And if he felt regret after, that wouldn’t be fair. Kwazii deserved a fully willing and able partner, not one who didn’t really know what he wanted.

So he allowed the space to open between them and propped himself on an elbow. He couldn’t help himself, though, and reached up to touch Kwazii’s face. He enjoyed the rare moment where  _ two _ almond eyes regarded him, their slit pupils almost as round as his own, their emerald irises just thin rings. He tentatively stroked the soft, thin, faintly striped fur of his cheek and jaw, memorizing the angles.

“I don’t know when I’ll see you again,” he murmured sadly, mostly to himself. “Like this.” Who knew when they’d have the time and privacy to be intimate?

“Whenever you want to.” Kwazii gently gripped Peso’s wrist and turned his head to place a kiss on the inside where Peso’s cuff rode up, causing a rush of goosebumps to race up Peso’s arm. “I’m here. Just.” His hot breath and hungry stare made Peso shake. His voice lowered, almost a growl, “Give me a chance to calm down.”

“Okay,” Peso breathed, though he did not want Kwazii to calm down. He wanted to see him very much  _ not calm _ . 

Kwazii was right, he reminded himself. Loudly.

He turned his arm in the loose circle of Kwazii’s hand to cup Kwazii’s cheek and smooth his quirked eyebrow with the edge of his thumb, marvelling at the few slender white whiskers that almost disappeared against the fur. “Thank you for the date, Kwazii,” he said, beginning the difficult climb up to  _ good bye _ . “I… learned a lot about you.”

“I bet.” Kwazii’s eyes rolled, expression pinching from desire to dismay. His smile turned sickly. “Are you impressed yet?”

His heart aching from Kwazii’s remaining self-recrimination, Peso replied fervently, “Kwazii, I am  _ always  _ impressed by you.” More at that moment than ever before, as Kwazii awed him again and again with his kindness, bravery, and force of will. 

Instead of reassuring him, this only seemed to bother Kwazii further. He groaned and threw himself back on his pillows, that arm rising again to cover his face.

His other arm raised to point blindly at the door. “Go before I don’t let you leave,” he commanded, a low yowl straining his voice.

Peso knew that he wouldn’t put up much resistance if Kwazii tried to keep him there, and the thought scared him enough that he was able to rise to his feet.  _ What is happening to me? _ he wondered again.

He gave himself a moment to admire Kwazii’s figure, all of his lines tense despite his prone position, his loose clothing draping  _ just so _ over his svelte body, his tail lashing elegantly behind him.

He had to physically shake himself to step away, tugging his jacket down and back into place, noticing only then that he’d been sweating.

“Good bye, Kwazii,” he said quietly as he collected his medical bag and strode to the door. “Thank you again.”

Kwazii muttered something inaudible and Peso stepped into the tube down to the main level.

He must have been a little dizzy from the entire exchange--he hit the bottom fast and stumbled.

Normally, it would have been embarrassing, but not a problem.

But a huge, familiar hand caught his upper arm and another went around his back, and Peso’s body just about spontaneously combusted as his poorly dampened desire roared back to life.

“Oh,” he huffed helplessly, legs quivering, clutching his medical bag to hide the trembling of his hands.

“Peso, are you all right?” Barnacles asked, gently helping Peso to straighten from his stumble. His palm and fingers on Peso’s upper back were like  _ molten lava _ through the jacket, making the sensitized skin scream with need. Then Barnacles  _ rubbed him _ , stroking a circle from shoulder blade to shoulder blade. His wrist brushed the edge of Peso’s upper ribs, just under his arm where Kwazii’s claws had so recently roamed and turned his nerve endings into open live wires. The brief and accidental touch chased shocks into the rest of his body.

A strangled noise escaped his tight throat even as a faint voice shouted  _ no no no _ from the back of his mind.  _ What is happening to me?! _ he wailed inwardly, squeezing his eyes shut and sinking into a crouch around his bag.  _ He is not a penguin--he is not a bird. I shouldn't react this way! _

“Peso?” Barnacles’ voice came from a distance, alarm sharpening his normally warm, even tone. His arm went around Peso again, fingers digging into the side of Peso’s chest as though to help him rise. “Are you sick? Injured?”

If Barnacles were a penguin, he would know. He would know that the warm space under the flipper was the most sensitive, the most personal, where lovers nibbled and stroked to please and prepare each other. It normally wouldn’t have bothered Peso if his mammalian friends accidentally touched him there, but he was powerfully primed by his time with Kwazii, and his attraction to Barnacles made him even more vulnerable.

He bit his bag and moaned as heat gathered under his arms and pooled lower. Embarrassment warred with desire in his breast--what must Barnacles think? And did it matter? If he laid on his belly, would Barnacles know to… 

…To what? Peso hadn’t begun to consider what they could do together as shifters. He hadn't really thought he would get that far. It was a grey, hazy region and until that moment he’d thought they might take their time fumbling and figuring it out together. 

Another dig of those fingers and Peso whimpered. That would be enough for him. If Barnacles just gripped and rubbed and stroked him, he would melt into oblivion.

“Do you need the medbay?” 

The sensation of a steely arm sliding under his knees shocked him out of his fog and with a lurch he was up in the air, cradled against Barnacles’ chest. Surprised, he finally dragged his timid eyes up to meet Barnacles’ concerned blue gaze. 

“I’m okay,” he managed to squeak, awed once again by Barnacles' raw strength.

Barnacles’ white brows drew together in a frown. “You’re not okay,” he rumbled. “What happened?”

“I…” He swallowed painfully. He didn’t want to lie, but he might… avoid the truth. “I am just… a little tired, Captain. Thank you.”

“Did something happen with Kwazii?” Barnacles’ expression shifted to something wary, guarded. He glanced down, looking over Peso’s coiled body. “You’re not… hurt?”

It took a moment for Peso to realize what Barnacles was asking: Had Kwazii done something to hurt him?

“Oh! No,” Peso said adamantly, trying to imbue his voice with all the strength and certainty he felt about Kwazii’s inherent goodness, shaking his head. “No. Definitely not. No. I… I’m fine. I’m sorry for worrying you, Captain.”

Barnacles seemed to relax, a long breath escaping him. “No need to apologize. As long as you tell me if there ever is a problem.”

“Yes, of course. I would not want to jeopardize our mission--”

“I’m not worried about our mission.” Barnacles’ head lifted to glance left and right down the curved corridor, and, finding it empty, he ducked to press his brow to Peso’s hair. His arms tightened just slightly. “I was worried about  _ you _ ,” he admitted. “And Kwazii. He looked awful when you got back. I don’t think I’ve ever seen him like that before. And… spiders…”

“He is okay, too,” Peso murmured. Daringly, he laid a shaking hand against Barnacles’ chest, where the steady heart beat against his palm. “It was hard for him,” he admitted. “Very hard. It… it is his story to tell. But he  _ is _ okay.”

“Well, you were with him. I’m sure he was better off than if he were alone.”

Peso cringed inwardly--he was the one who’d coerced Kwazii back to the cave, so he was to blame for much of his misery. Kwazii probably would have been better off alone without a nosy penguin along for the ride.

Then again, all those sea spiders would have been left to their horrible fate if Kwazii hadn’t intervened. So perhaps… perhaps it was worth the misery. Peso couldn’t really say. However, judging by Kwazii’s enthusiastic kisses, he might have felt the same.

“Perhaps,” he mumbled. He shifted in Barnacles’ arms, too aware of the heat growing between them. At least Barnacles wasn’t actively touching his back like this--the consistent pressure of his inner elbow was almost manageable. “And I really am fine. I just need to rest.”

“Yes, of course.” Barnacles started down the corridor to the next set of tubes. "I'll take you to your room."

"Oh, you, um, you really do not need to carry me, Captain." Peso flexed his legs, hoping to indicate that, yes, they functioned perfectly. "I can walk."

Without looking at him, Barnacles replied with a soft, "I know."

Peso swallowed hard and didn't object further when Barnacles stepped into the lift to his globe. As they rode up, Peso held himself stiffly and tried to calm his own excitement, but the proximity was making him shiver. He wanted to lean against Barnacles' powerful warmth, breathe him in, slide his fingers into the narrow gaps between his buttons to get that much closer...

Barnacles stood like a statue, gaze resting on a point straight ahead, perfectly still except for his deep, even breaths. If his arms were beginning to tire, he gave no indication. Then again, a man who could wrestle a Great White for several minutes probably barely noticed the slight weight of a penguin.

When the door slid open, Barnacles stepped into Peso’s room and paused. He glanced down at Peso, quickly flicked his cool gaze away, and slowly allowed him to slide onto his feet. His hand began to skim up Peso’s back again and Peso jumped away before his legs gave out again.

“Uh, th-thank you, Captain,” he stammered, backing into his room and clinging to his medical bag. His breaths came quickly, he was almost panting, and his face burned with a blush--he was probably so  _ obvious _ , it was embarrassing. Barnacles was just trying to help him and Peso was getting more and more excited. 

“Not at all,” Barnacles murmured. His hand dropped to his side, palm pressing to his thigh. He stood at attention, straight and quiet, but his gaze jumped around, never quite landing on anything in particular, never quite focusing on Peso. "Do you, erm, need anything?"

"Um, no, no thank you, Captain."  _ Please leave _ , he thought frantically. If Barnacles continued to just stand there, Peso might be tempted to… to do something. Continue where he'd left off with Kwazii, maybe--just the thought of it conjured the sensation of lying next to Kwazii, a mouth hot on his own, a body undulating under his hands. But in his fevered imagination, Barnacles' huge form replaced Kwazii's lean figure, smooth skin replaced fur, muscles bunching and sliding. 

_ What kind of penguin am I?!  _ he wailed inwardly. To think this way about _ two _ people as though they were interchangeable was just… shameful. Insulting to both of them. 

"I-I'm sorry," he uttered painfully, covering his eyes with a hand. Maybe blocking the sight of the captain would block those disturbing fantasies. "I just… I just need to lie down."

“Yes, of course. I’ll leave you to it. But, ah, I want to ask, did you finish reading chapter nine of the manual?”

“Mm-hmm,” Peso hummed, still not looking. He’d read it the same day Barnacles loaned him the book, and then he started at the beginning.

“Oh, very good. And, ah, are you… free? Tomorrow evening? If there are no missions?”

Peso had no idea, unable to think of much other than the throbbing of his own pulse and the way he could hear Barnacles’ palms rubbing against his trousers. He nodded shakily. 

“Good. Can you meet me in the HQ when your shift is over tomorrow? If you’d like?”

Another weak nod.

“Fantastic. Then I suppose… I suppose I’ll leave you to your rest.”

“Thank you, Captain,” Peso squeaked.

After a long, long silence, where Peso fought to keep his eyes closed, afraid of what he’d do if he so much as  _ looked  _ at Barnacles again, Barnacles cleared his throat and his heavy boots thudded out of the room.

Only when the lift doors hissed shut did Peso dare to lower his hand. He sighed in relief to find the room empty and fell weakly back onto his bed.

**

Barnacles stopped in the corridor below Peso’s globe, allowing himself a moment to stand still and slow his racing heart. His palms and fingers itched, tingling with the memory of holding Peso’s body against his chest. The back of his throat burned--there had been some kind of scent in the air when Peso stumbled out of Kwazii and Shellington’s tube that Barnacles found intoxicating, dark and rich as chocolate, igniting a rare hunger. Setting Peso down had been far, far more difficult than it should have been. Leaving him had been nearly impossible. It had been all Barnacles could do to keep his hands to himself when Peso stood in the middle of his room, only a step away from his tidy bed, hugging his medical bag, his hand inexplicably over his eyes and cheeks flushed.

Barnacles took another deep, calming breath, grateful that the scent was loosening its grip on him. Whatever it had been, everything was all right. Better than all right. Peso was safe and healthy, Kwazii was okay--or as okay as he could be after confronting his well-hidden phobia--and Barnacles had a date.

A  _ real  _ date.

Something he’d only ever heard of, and never thought he would have for himself.

He pressed a hand to his chest where Peso had rested his own palm. He closed his eyes to lock into memory the feeling of holding him--such a small body fitting easily within his arms, but occupying such a large place in Barnacles’ heart and mind. 

When he felt he had memorized the scene with every detail meticulously in its place, he urged his legs to carry him away.

He faltered at the entrance to Kwazii’s globe, wondering if he should go up and check on him. He had been… not himself, in the launch bay. Dejected. A tired shadow. His shoulders slumped and head bowed, his tail limp. Barnacles had only seen him like that once before, and the situation had been dire. Had he gotten hurt out there? 

_ He’s fine _ , he reminded himself. _ If he was injured, Peso would have treated him.  _

_ Besides, he probably wants to be alone. _ Barnacles had tried to reach out to him, and Kwazii had barely spoken a word. He’d leaned wearily against Barnacles’ chest, but hadn’t told him anything. If he truly needed help, he would have said something. 

_ And I’m the last person he’d want to see. _ They were rivals now, competing with each other for Peso's affection. Would Kwazii even admit to a problem? Much less to Barnacles?

_ What would I say, anyway? _

Barnacles had figuratively held Kwazii at arm’s length for so long, he wasn’t sure he could bridge the gap between them if he wanted to. Despite a close working relationship, despite trusting each other with their lives on more occasions than Barnacles could count, he didn’t really  _ know  _ Kwazii, personally. He’d tried not to. Friendship had seemed like a bad idea after Kwazii, well, did what Kwazii had done.

Barnacles shook himself before he could get lost in that particularly unpleasant memory. 

It was irrelevant. Whatever had happened, whatever  _ would  _ happen, Kwazii was an excellent lieutenant. If Kwazii needed him, Barnacles would be there. But Barnacles wouldn’t chase him down.

He continued on, resuming his journey and his train of thought--he had a date with Peso the next evening, and it was a mission he could not fail. 

He wondered if Dashi was around to give him some advice…

**

Barnacles paced the width of the HQ, gaze darting over the consoles and displays and various read outs, both wishing and fearful that an emergency would pop into existence. He didn’t know if he was more or less nervous than he’d been when he initially asked Peso to date him. At that time, Barnacles had been reasonably certain that Peso wasn’t actually interested, so it didn’t matter if he messed up. But now that he knew Peso  _ was _ interested, Barnacles was painfully aware that he had a chance and he could lose it at  _ any moment _ by doing the wrong thing _. _

An Octo-alert would be a great distraction.

All of the consoles beeped and pinged happily, though, showing only calm seas and quiet sea life. A scan of the water beyond the HQ’s glass walls gave Barnacles nothing--the Octopod rested on the sea floor in a “barren” area near a string of islands, with very little in the way of life around them. Nothing but green evening water and the shadow of a distant pod of whales met his searching gaze. 

He tugged on the bottom of his uniform jacket, annoyed again that he didn’t have anything else in his closet. Dashi had recommended wearing “something hot--er, nice”, and he had hunted around for all of one minute before realizing that he owned uniforms, dress uniforms, the clothes that went under uniforms, work out clothes, pyjamas, and wetsuits. He’d opted for wearing the slightly flashier dress uniform jacket with his normal uniform trousers and hoped Peso wouldn’t notice the different shade of blue-green in the seams.

_ What kind of man doesn’t own any normal clothes? _ he wondered, brooding on the ocean. Kwazii definitely had a leg up on him in this arena--the cat had a stylish, pirate-themed outfit for every occasion. 

The lift hissed and he flinched, breath catching and stomach immediately clenching. He swivelled on his heel and froze.

Peso strode toward him, wearing his usual black and white uniform, dress shoes tapping. He smiled as he approached, an eyebrow quirked in cautious curiosity. He looked no different from normal, no different from when Barnacles had seen him in the kitchen for lunch, but the fact that he was _there_ for a _date_ _with Barnacles_ cast a glowing aura around him, making his white hairs extra bright and his dark hairs gleam with a blue highlight and his skin look snowy and perfect against his uniform.

“Peso,” Barnacles sighed. “Hi.”

“Hello, Captain,” Peso said, coming to rest an easy two strides away. His hands folded in front of him, fingers twisting together. “Um, how are you?”

“Good. Very good. Thank you. And yourself? How are your patients today?”

“Good. Lydia’s leg is healing nicely. We will be able to release her in a few more days. If she wants to go. I think she, well, I think she wants to stay with Kwazii. I am not sure how well that would work, though.”

"Indeed." Barnacles spared a moment to think about his lieutenant and the phobia that haunted him. Then he cleared his throat. "Thank you for coming. I, erm, I hope you brought your appetite?"

Peso's brows jumped and he glanced around, probably wondering what Barnacles meant. "Don't thank me, Captain. I am happy to be here. With you." He flashed another sweet smile, colour rising in his cheeks as though he was embarrassed to admit it, and Barnacles' heart fluttered. 

"Even so," Barnacles murmured. "Thank you." 

Thank you for giving me a chance, he wanted to say. Thank you for not being afraid of me. Thank you for being you and being here on the Octopod and making the world a better place for both me and the innumerable creatures that you help. 

Instead, he cleared his throat and strode to the main console. 

"You'll want some music," Dashi had told him. "Something fun, but easy to talk over."

He selected the cartoon polar bear face icon that opened his personal files and started his playlist. Quiet accordion filled the silence. 

"And some food, of course," she'd continued. " _ Always _ feed your date. You want to show that you're a provider and that you don't expect them to leave until the next morning. Or afternoon. Or night."

"Oh, um," Barnacles had coughed, imagining all the wrong things. 

Shaking off the memory of that awkward conversation, he next found the button to lower the Octopod's manual steering platform.

"Ohh," Peso murmured as the platform lowered and revealed a blanket set out with dishes next to the steering column. Barnacles glanced at him, pleased to see his eyes light up.

"I promise that next time I won't subject you to another picnic," Barnacles said, striding to the blanket. "I just thought it would be easier to eat here." He held a hand out to Peso, welcoming him. 

Peso shook his head as he approached. "I don't mind at all, Captain. Whatever you want to show me, I am happy to see it." He sank to his knees on one edge. 

Grateful, Barnacles took a seat next to him.

The meal was the same as what they'd have eaten with the others, but it was far better when Barnacles could meet Peso's eyes without worrying about the others noticing. He tried not to stare, but he was fascinated by Peso's small, quick movements, by the bob of his throat when he swallowed and the way it drew his eye to the shadow where skin disappeared under his collar, by the way he licked his lips after every bite. He barely tasted his own meal, he was so enraptured with watching Peso. 

"Are you going to tell me why you asked me to read the manual?" Peso asked when he'd finished his plate and set it aside. 

Barnacles jolted out of his reverie, dragging his stare up from the little V at the top of Peso’s buttons. "Yes. Yes, of course. You told me you wanted to get to know me better?” It was half question and half statement; Barnacles wouldn’t assume that Peso wanted to know anything about him. But Peso nodded encouragingly as he lifted his water bottle, so Barnacles continued. “I want to show you one of my favourite things. I want to teach you how to pilot the Octopod." 

Peso choked on a mouthful of water and spent a good two minutes coughing and gasping as Barnacles worriedly rubbed his back.

"I'm okay," Peso finally croaked. He edged away, shoulders squirming under Barnacles' palm as though the rubbing was less than welcome. Barnacles reluctantly dropped his hand, suddenly worried that he’d done something wrong. Peso hadn’t seemed to mind Barnacles’ touching him before…? "I'm sorry, Captain,” Peso went on, “did you say  _ pilot the Octopod _ ?" 

Barnacles pushed the issue of back rubbing out of his mind. He smiled, pleased that he could still surprise his favourite medic. "I did. When I need to clear my mind, I like to set the Octopod on manual and pilot her myself."

"But it… it's huge! Isn't the manual steering only for emergencies?" 

"It used to be the only way to steer," Barnacles countered, amused. "And it's not so difficult. I've seen you work, you'll have no trouble." His attention dropped to Peso's fine boned hands and he warmly remembered feeling their steady, confident touch on his injured arm. 

"Well, um, okay.” Peso rolled his water bottle between his palms. “I'll do my best, Captain." 

"Your best is more than enough," Barnacles murmured. "Even at your worst, you  _ are _ enough."

Flushing, Peso looked away.

Barnacles, worried that he'd said something wrong, cleared his throat. "Did you get enough to eat?"

Peso nodded, so Barnacles stood and helped him to his feet, enjoying the feel of the small hand in his palm. He pulled the blanket and dishes well clear of the platform and then gestured for Peso to join him by the steering wheel. "Up we go," he said after making sure they were both safely within the diameter of the small space. He hit the switch to raise the platform and cherished the chance to steady Peso around the shoulders when he made a startled noise.

The steering platform raised them to the highest point of the Octopod. Barnacles heaved a happy sigh when all he saw was the yellowing ocean and felt the freedom of the open water and the mantle of responsibility for the safety of the creatures within it. 

He released Peso and rested both hands on the wheel, running his thumbs on the well-worn wood and soft leather. Kwazii had told him the wheel must have come from an ancient tall ship and Barnacles' believed him. It gave him the sense that he wasn't just standing at the top of the Octopod, but at the top of a long line of duty-bound protectors of the vast seas.

"This is where I became the captain of the Octopod," he said quietly. "I mean… there was a ceremony with the Commissars and the other captains. But, before that,  _ years  _ before that, when I first learned to pilot this ship, that's when I first felt… this." He squeezed gently and rubbed his thumbs on two of the polished spokes. 

“What is ‘this’?” Peso asked, his round face tilted up to look at Barnacles. 

Barnacles hummed to himself, trying to figure out how to explain. He’d never had to put the emotion into words before; Inkling already knew, and it didn’t matter to anyone else. 

“A feeling,” he began, low-voiced and tentative, his gaze distant, “that I was given this position for a reason. I was placed here to watch over all the creatures in the sea. They give me a purpose, and I give them my strength. I feel like I owe them. I like to stand here and see them all and, even if they can’t see me, I hope that they feel that there’s  _ someone _ who will watch out for them.” He let his hands fall away from the familiar wheel and cast a nervous smile down at Peso. “I hope that doesn’t sound too self-important. I  _ do _ know that I’m not an omniscient or omnipotent being. I don’t have a saviour complex. But when the nights are very long--” and lonely, he didn’t add, “--or I need a reminder of why I’m here, this is where I come.”

Peso reassured him with an answering smile. “You  _ are _ important,” he said. “You might be the only person who does not realize that.”

Barnacles snorted softly, sweat prickling the small of his back and heart fluttering again. “I just do my job the best that I can with the strength that I’ve been given,” he demured. “Like anyone else would.” He backed away, nearly pressing himself to the curved glass wall behind him to give Peso space. “Go ahead, before we lose the light. There’s nothing to run into out here, but it’s much nicer with enough light to see. Do you remember how to switch to manual?”

“O-oh, now?” Peso turned those wide brown eyes on him, lips pressing together into a nervous line. “I’m not sure that I…”

“Just hold the wheel for a moment. Get a feel for it. If you decide you don’t want to, that’s okay. We can try again another time.” 

“Yes, all right.” Tentatively, Peso shifted into position before the wheel. He reached up and set his hands where Barnacles’ had so recently rested. He looked even smaller than usual; the wheel came to his nose. He stroked the leather, rubbed up the spokes, palmed the polished knobs at the ends.

Barnacles swallowed heavily at the sight, something in his stomach suddenly, painfully tight as he watched those fine hands caress the wheel that played such a central role in his life. He could almost feel them like a touch on his own skin, bringing up the vivid memory of Peso in his arms on their little island.

“How does that feel?” he asked, his voice rasping as though something was constricting his throat.

“It’s nice, Captain,” Peso said, smiling over his shoulder. He must have seen something on Barnacles’ face, as he faltered and asked, “Is everything all right?”

“Yes, yes of course. Do you want to…?” Barnacles nodded at the controls on the steering column.

Peso’s little shoulders squared and he nodded. “Mm! Yes, I want to.” His dark eyes unfocused as he thought, and then he reached down and unhesitatingly switched on the manual steering. 

The Octopod hummed familiarly as the engines switched over to manual input. Peso made a little noise of surprise, no doubt feeling the wheel tremble under his palm. He breathed audibly through his nose before adjusting the Octopod’s pitch and acceleration. “Pitch of ten degrees and acceleration of knot one,” he said to himself, exactly repeating the instructions from the manual for a shallow rise from the sea floor.

The Octopod groaned and Barnacles felt the slight increase of pressure in the soles of his feet and deep in his stomach as the Octopod eased into motion.

Peso visibly tensed, the tendons flexing sharply under the skin of his hands and neck as he strangled the wheel, his posture stiff. Fondly, Barnacles leaned forward and said quietly, “Very good, Peso. Don’t be afraid. The Octopod won’t break. Nothing will go wrong.”

**

"Nothing will go wrong,” Barnacles murmured. “But try not to hold it too tightly. She's a large ship, but she needs a gentle touch. She can be sensitive."

Peso shivered from the sensation of Barnacles' breath against the back of his neck and tried to focus on the wheel under his palms and the dim waters ahead. He didn't know if it was real or his imagination, but he thought that he could feel a tremor in the wheel, as though it was directly linked to the Octopod's engine. 

He forced his death grip to loosen, tried to get the muscles across his shoulders to relax, tried to breathe through his panic. 

He couldn’t believe where he found himself. Never in a million years would he have imagined himself--him! Peso!--piloting  _ any  _ ship, much less the  _ Octopod _ . With Barnacles so close behind him that his skin prickled at the proximity. Any moment he expected himself to make some grave error and crash the ship or, worse, disappoint Barnacles. 

Barnacles chuckled warmly. “We’re well away from the floor now. Do you want to take us somewhere?”

_ Back down?  _ Peso thought hopefully.  _ So we can set down again and I can let go? _

But the part of him that craved Barnacles’ approval dredged up a smidgeon of courage. He tried to give the wheel a smooth turn, but his tight, locked muscles twitched instead, and he accidentally jerked the wheel a full quarter turn. Beneath his feet, the Octopod tilted. 

"Oh!" he gasped and flinched away, all too aware of everyone on board, how he must be disturbing them. 

Barnacles laughed again, caught his hands, and gently placed them back on the wheel, covering them with his own. "I know it can be intimidating at first," he said. "To be in control of such a large vessel." His thumbs briefly stroked Peso's inner wrists, causing sparks to race up his arms, and then he pulled away. "But there's nothing to be afraid of."

"Crashing?" Peso asked nervously, peering ahead. Barnacles had said they were in open waters, but even radar could be mistaken. 

"You won't." Barnacles leaned against the back of the narrow, glass-walled chamber, arms folding. "Go ahead and explore. I'll… watch."

The rumbling way he said that last word made Peso shiver. Did Barnacles  _ want  _ to watch him pilot the Octopod?

Peso steadied himself with a few deep breaths. He could do this. His hands could do it. He'd been terrified so many times in the past, but his hands had always been steady. He stroked the leathery hide of the wheel--a donation from a bygone era?-- found it warm, supple. He let his fingers encircle the spokes and become familiar with the carved wood. Then, ever so gently, he turned the wheel slowly, slowly, just a few centimeters, to the left. 

He barely felt the ship move, just his weight growing heavier in his left foot. 

Smiling to himself, Peso let the wheel spin back to place. Then he turned it to the right, felt his weight change, and released it again. 

"Where should we go?" he asked, mostly to himself. 

"Wherever you'd like, " Barnacles said roughly. 

Peso glanced back and immediately felt hot from the  _ very _ intense stare Barnacles held focused on his hands.

Peso rubbed the wheel again and was rewarded by a widening of Barnacles' blue eyes and a creak as he folded his arms more tightly and his uniform complained. 

_ Oh. _

Peso turned away, feeling electrified, like when they’d kissed on that tiny, private island, when Barnacles had responded to his first, fumbling attempts at intimacy. He was starting to realize that Barnacles liked what he was doing.

So he continued, turning determinedly away, almost embarrassed to see Barnacles’ reaction, wanting to give him what little privacy he could offer. He experimented with turning the Octopod, increasing and decreasing the speed, rising and submerging, always within the limits dictated by the manual.

“There are some whales,” he commented in some surprise, spotting the long shapes in the thick green light of dusk. “Do you think they will mind some company?”

“Mm.” Barnacles grunted unhelpfully.

Peso urged the Octopod under the pod of humpbacks and peered up, smiling at the small eyes that peered back down. A calf swam down to circle around the HQ, clicking happily, until the Octopod passed them by.

When Peso arrived at a rocky formation--a range of seamounts, maybe, or the start of an archipelago, difficult to see in the darkening waters--he slowed the Octopod to neutral and settled back on his heels. He rolled his shoulders and turned. “That was great, Captain, thank you.”

“Don’t stop.”

Peso jumped when arms went around him and Barnacles’ huge figure slotted against his back. Hands slid over his own. 

Peso gripped the wheel nervously, his skin lighting up with Barnacles so close to him. “Uh, but. But there’s nowhere left to go.”

“There’s a passage through here. A shortcut through this string of islands.” Barnacles spun the wheel, moving Peso’s arms as he moved his own. “I’ll show you. I mean--I hope you don’t mind?” The warm gravel of his voice faltered, as though Peso would ever object to his touch.

“No, of course not. I just can’t see very well.”

Barnacles reached down and toggled a switch on the column. The waters around them immediately lit up as the HQ’s flood lights switched on.

“Oh.”

For a brief, spine tingling moment, Barnacles’ nose buried into Peso’s hair and he breathed deeply. His free hand brushed over Peso’s hip before returning to the wheel, a reminder that this wasn’t just a lesson.

Barnacles guided them along the range until they reached a narrow darkness. There, he deftly maneuvered the Octopod through the gap and into an undersea canyon. He seemed unconcerned by the bare metres of space between the rocky sides of the canyon and the Octopod’s steel skin. They passed startled eels and night hunters that flashed into their hiding places. The flood lights reflected off many wide eyes and retreating scales.

As they breezed through the curves and passages, Barnacles began to sway along with the Octopod’s movement. He hummed under his breath--a lively tune that was so Barnacles that Peso’s heart squeezed with fondness. How did he get so lucky to not only be around this man, to work with him, but to be this close? To see this side of him?

“Oh, the ocean deep is the life for me,” he sang quietly, his deep, musical voice startling Peso to stare up at him in shock. “Shoving off from port, sailing out to sea, on the Octopod, just you and me…” He glanced down, eyes crinkling with humour. “And the million fish in the deep blue sea.”

For a few magical minutes, Peso laughed and let himself join Barnacles’ graceful connection with the ship, happy to move along with him. 

Then they broke free from the canyon, without the slightest scratch, and returned to open waters. Shortly after, Barnacles came to rest in a sandy area. Without releasing Peso completely, he reset the autopilot and then toggled off the floodlights, drenching them in the darkness of night.

“Well,” he said, stepping back with a lingering caress up Peso’s arms. “What do you think of piloting the ship?”

“I don’t think I will ever be as good as you are,” Peso admitted. He moved away, squinting to try to see Barnacles’ face in the meagre lights from the column. “But that was nice, Captain. Thank you for letting me try.”

“My pleasure. It was good to share it with someone. Only Kwazii wants to learn, but Tweak forbid it after the first time.”

Peso laughed as he tried to imagine Kwazii restraining himself to the small, delicate movements required by the Octopod.

“Whenever you want to try again…” Barnacles added, trailing off. Peso saw him as a lighter shadow against the black sea, and had the vague impression of him standing with his hands at his sides, grasping at nothing. 

The air between them tightened like gauze being pulled taut, like tendons flexing. Peso didn’t know what to do. He wanted to get back to the place where Barnacles was holding him, kissing him, but he didn’t know how to get there. Literally--he was too short to kiss him without Barnacles bending over. Should he step forward and hope Barnacles realized what he wanted? Should he ask permission? Should he wait? Was Barnacles still interested in that? 

“Uh, C-Captain,” he started uncertainly, rubbing his arms where Barnacles’ fingertips had grazed him through his jacket.

“Please,” Barnacles interrupted. “When we’re alone, like this, call me Barnacles.”

Peso wet his lips. “Like… like what?”

“Like this…” Barnacles shifted closer. He reached out, but didn’t quite touch Peso’s arm. “If… you want… to.”

Swallowing heavily, Peso closed the space between them. “I do want to... Barnacles.”

Barnacles let out a hard breath and his hands closed on Peso’s shoulders and finally, finally he ducked down to find Peso’s lips with his own.

Peso met him eagerly, immediately reaching up to bury his fingers in Barnacles’ short hair and opening his lips to invite Barnacles in. When a questing tongue swept over his teeth, he tried to coil around it with his own like Kwazii had done to him.

A low groan sent chills up Peso’s spine. One hand slid down to his hip, the other lifted to support his head as Barnacles kissed him deeply and crowded him against the glass wall. He briefly worried that Barnacles would hit his head on the curved glass, then suddenly he was being lifted by a strong, hot palm under his thighs, and just as suddenly they were both sinking to the floor and he was straddling Barnacle’s crossed legs. 

Dizzy, exhilarated, burning from the inside, Peso scooted closer, pressing himself against Barnacles’ chest and stomach. He explored in the dark, finding Barnacles’ soft ears and spending some time rubbing them, tugging gently, paying attention to the pitch of Barnacles’ breath and low rumbles, how his grip tightened on Peso’s hip with each pull, how his lips became more forceful. 

Barnacles finally pulled away enough to say tightly, “Your jacket.” He tugged on the bottom hem. “Peso, may I?”

Peso stripped it off in a flash, shivering from the sensitive rush as cool air found the sweaty skin of his nape. He leaned back to fluff up his hair, trying to cool off further, and Barnacles attacked his exposed neck with slow, hungry kisses.

“O-oh,” Peso stuttered as he arched helplessly in Barnacles’ grip. He gazed dazedly up at the little specks and flashes of sea life above them, wondering if they could see inside, and then choked as Barnacles licked a long line up his throat. The sensation made him shudder and jolt and become that much needier--he wanted  _ something _ . “Ca--Barnacles,” he managed, almost a plea. His shaking hands found Barnacles’ head again; he scratched his scalp and pulled urgently on his ears until Barnacles stopped nuzzling his neck. 

“Mm?” 

“What about you?” he protested hoarsely. “You’re still in uniform.”

“Yes, all right.” Barnacles sounded as dazed as Peso felt. He released Peso and leaned away, fumbling with his buttons and snorting when they didn’t immediately open. 

Peso heard a thread snap and, laughing a little, caught Barnacles’ hands. “Let me. I don’t have claws.”

“All right.”

Peso quickly worked his way down by feel alone, remembering the first day they’d met and undressing the captain with so much shameless attraction to his injured patient. If only he’d known then that the attraction was somehow mutual. 

When he reached the bottom, Barnacles shrugged out of the garment, making Peso laugh again as he rode out the movement on Barnacles’ lap. Barnacles gripped him again at the hip and shoulder, but Peso pushed his hands away. 

“Your shirt, too,” he demanded boldly, already starting on the first button.

“Oh, uh, if you’re sure.” Barnacles sounded flustered. 

Peso, flush with enjoyment, made short work of his shirt buttons. Before Barnacles could even pull it off, he reached inside.

Hot, smooth skin met his palms and fingertips. Barnacles still wore his sleeveless undershirt, but there was certainly enough for Peso to enjoy. He skimmed his hands over bare arms and shoulders, marvelling at the feeling of each flex and shift of hard muscle just under the skin. His thumbs traced the broad sweeps of collarbones. Enraptured, he ducked his head to kiss the hollow between them as his fingertips continued boldly down the ridges of Barnacles’ stomach to his waist.

“Peso,” Barnacles sighed, almost a moan. “This is hardly fair.” He pulled at the back of Peso’s shirt, but could barely slide a claw beneath the snug fabric. 

“Haven’t you already seen what’s there?” Peso teased. “I was almost naked when we first met. And when we went swimming?”

“Don’t make me rip your shirt.”

Laughing breathily, Peso straightened and unbuttoned the offending garment before Barnacles dealt with it for him.

Rough fingertips and their blunt claws slid up his bare waist and ribs the moment his shirt flapped open. Before Peso could stop them, they stroked up into the sensitive space beneath his arms and the overwhelming sensation of the caress directly on his skin made him gasp and freeze.

Barnacles went very still. “Peso, are you okay?” he asked, all desire gone from his voice. “Did I--”

“No,” Peso managed, barely able to fit words around the roar of his pulse. “I mean yes. Yes, I’m okay. I’m a bird. It’s. That spot. It’s very good.” He knew he was babbling, but couldn’t quite make his words line up. “I’m a bird,” he said again, hoping it would make sense.

He didn’t know if he wanted Barnacles to stop or to continue touching him there. If he’d been in his right mind, he probably would have been afraid of the sudden, breathless loss of control that it caused. But he wasn’t in his right mind, he was in a tiny chamber with the strongest man in the world, having piloted the most amazing ship in the world, and all he wanted was to hold on and nibble Barnacles’ ears and let Barnacles rub those circles across his back and under his arms until he couldn’t hold himself up anymore and he could melt to the floor and… and something… 

“Yes, all right.” Barnacles resumed his motion, curving his hands around Peso’s chest, thumbs tracing a path along the bottom arch of his ribs, his fingertips kneading the muscles edging Peso’s spine. More heated kisses fell along Peso’s shoulder, a tongue flicking out here and there as though tasting his skin, raising goosebumps all over his body.

Peso leaned in to nip at the corner of Barnacles’ jaw and then crawled up his chest to get at his ear, burying his nose in the soft fur and gently closing his teeth on the round edge.

“Ah, ah,” Barnacles huffed. “That’s--” His grip tightened around Peso’s chest, hard enough to force his breath out in a rush. Barnacles immediately jerked his hands away. “I’m sorry,” he uttered urgently, “did I hurt you?”

“You are  _ not  _ hurting me,” Peso murmured in his ear, enjoying the tremble in his huge body, like the tremor of the Octopod when he switched to manual. He bit a little harder, hungry for Barnacles’ sharp inhale, and dragged his nails over Barnacles’ chest and under his arms. 

Barnacles started to embrace him again, and again flinched away as though Peso had burned him. “I don’t want to hurt you,” he murmured raggedly, voice straining with dismay.

Normally, Peso would have been sensitive to Barnacles’ wish, but he was inebriated on the feeling of power. Like when Barnacles had carried him around the island; the dizzying rush that such a magnificent creature had chosen to put him there and he could reduce him to shudders and groans.

There, in the darkness, in Barnacles’ most personal and important space, Peso found his wrists and guided his unresisting hands to the Octopod’s wheel. “Let me drive,” he said, plastering himself to Barnacles’ chest and kissing under his strong jaw. 

Somehow, Barnacles agreed, nodding shortly. His shoulders flexed as he pulled on the wheel, as though testing its strength. 

Peso took full and shameless advantage of Barnacles’ immobility. He rose up on his knees to nuzzle Barnacles’ sensitive ears, worked down his neck and shoulders, touched every centimetre of flesh, memorized the nubs of his spine. He worked his hands up under his undershirt and found a curious dip in his stomach. A navel, supplied his memory from medical school. A mammalian affectation. He explored it with a gentle fingertip and Barnacles wriggled, chuckling. 

“I really like preening you,” Peso admitted. 

“Mm.”

“And kissing you.” 

He clung to Barnacle’s straining shoulders, clamped his knees around his waist, and gave himself a long, delicious moment of just sliding their lips together, experimenting with suction and licks and flicks of the tongue to see just what would get Barnacles’ chest to heave and those deep growls to reverberate through the tiny chamber. He couldn't get enough of the hot taste of breath and desire. 

“I just… I really…” Peso shuddered as heat built low in his body and rushed through his veins. He didn’t know what to do about it, so he just rocked against Barnacles’ hard stomach and pressed his hot skin to Barnacles’ hotter skin and dug his nails into his neck and panted in his ear and nipped the side of his throat.

“You smell so good,” Barnacles groaned, his fever hot brow resting heavily on Peso’s shoulder. “Peso--”

And, between one hammered heartbeat and the next, the ancient wood of the Octopod’s steering wheel snapped.

Peso jumped away, slamming his shoulder blades into the glass wall, a hand to his mouth. “Captain,” he breathed, horrified.  _ I went too far _ , he realized, the heat in his belly replaced by a deep, chilling despair. “Oh, Captain, I’m so sorry.”

Barnacles sat in the darkness, unmoving except for his slow, deep breaths. “Not at all,” he said after a moment, his tone a razor thin shadow of its usual warmth. “This is my fault. You have nothing to apologize for.”

If anything, the cool words just made the situation worse. Barnacles had shared this precious place, this important experience, with Peso, and Peso had pushed him and pushed him and ignored his protests and now that revered and irreplaceable piece of history was  _ broken _ \--

“I… made a mistake,” Barnacles continued, so softly that Peso could barely hear him. “I’m the one who should apologize. This was… a mistake.”

Peso shook his head rapidly, though Barnacles wouldn’t be able to see him. “No,” he denied roughly as his throat closed with sorrow and guilt. He hugged himself, trying to protect himself from the rising tide of pain as it sank in that he had hurt one of the men he most admired. “No.”

Barnacles slowly rose to his feet, his heavy steps telling Peso the story of his movements. He stood by the wheel for a moment before depressing the button that lowered the platform. 

The dim light of the HQ was enough to make Peso wince and close his eyes against the light. When he could see again, the platform was settling into place and Barnacles was staring at a point over Peso’s left shoulder, his face carefully neutral. He held out Peso’s black jacket. 

Peso was shaking so badly that he could barely reach out to take it. He looked past Barnacles, saw the chunk of wheel missing from the bottom, the ancient and lovingly tended leather hanging unraveled, the splinters of wood where it had been torn apart. He couldn’t stop a little whimper from escaping as he backed away from the evidence of his foolishness and arrogance. “I--” he tried, wanting to apologize, but Barnacles was already turning away from him and Peso’s voice died and it was all he could do to flee into one of the tubes out of the HQ.

**

The moment Peso had disappeared into one of the tubes, Barnacles lashed out with a rare show of anger--crouching and cracking a fist against the floor. Pain exploded in his hand and his knuckle split. As he sucked on the bleeding wound, he scowled at the chunk of wheel in his other hand. 

What had he been  _ thinking _ ?!

That wood could have been  _ Peso _ . It could have been one of his arms, his ribs, his neck, his skull. No part of him was safe from Barnacles’ strength if Barnacles lost control of himself. And all it took was  _ kissing _ . 

He sat heavily, dropped the crescent of wood, and buried his face in his palms. It had been so  _ good _ . Barnacles couldn’t remember ever feeling so good as he had with Peso squirming on his lap, exploring him with fearless abandon, his teeth and nails and lips all over, that heady scent filling the air and filling Barnacles’ head with hazy desire. 

The wheel had just… snapped. Barnacles hadn’t even exerted himself. 

It would be so easy to hurt Peso. 

He’d been a fool to think that this could work. To think that he could somehow build up to it and figure out how to keep himself from letting loose with all his unwanted power.

Now Peso was afraid of him. His terrified shout, the way he cowered, his shaking hand, his wide eyes and ashen face, his stumbling half-run to get away… Those images rose up to steal away any warmth from the few intimate moments they’d managed to have.

He’d ruined everything.

And he was alone again. Alone with the Octopod and his duties, and not much else to keep him going.

At least he could put the blasted wheel back together. But he didn’t think Tweak would have the right kind of glue to repair the bleeding cracks in his heart. 

**Notes for the Chapter:**

> End Notes: Oh no! There was more drama after all. Poor Barnacles, sometimes your strength is not an advantage…


	11. The Octonauts and the Omura Whale

**Summary for the Chapter:**

> Mission time!
> 
> The Octonauts rescue an Omura whale and encounter a rogue shifter.

**Notes for the Chapter:**

> I really just wanted a chance to show the Octonauts being awesome during a mission, from a different perspective.
> 
> Peso bossing the others around is my new favourite thing.
> 
> I feel like I should note... I love wolves. I think they're awesome. They get a bad rap in this chapter, but that's more because of their leader. Really, I just needed an adversary smart and cooperative enough to take on a whale XD

The Octonauts and the Omura Whale

Yumiko strained, every muscle along her powerful length contracting, fighting to lift her great weight enough to slide or roll or just _move_ somehow off the beach and back into the water.

After several burning seconds of effort with only a useless flop of her tail to show for it, she sagged and groaned and sobbed quietly into the sand. The sun blazed above her--she could barely breathe through her dry blow hole or see through her sand-crusted and gummy eyes. Everything ached, from her crackling skin to the huge heart struggling to pump blood through her compressed vessels.

“Won’t be long now,” commented one of the mob circling Yumiko’s helpless form. Some kind of shaggy brown land mammal, she scampered around Yumiko’s snout on all fours, sniffing through a long muzzle. 

“It’s taking too long,” complained another, a male. “Every minute another mutt shows up wanting a piece. At this rate we’ll each get a bite and that’s it.”

“Stop bitching,” snapped the female. “Jericho’s on his way. He’ll figure out how to hurry this up _and_ make sure we get the best parts.” She passed Yumiko’s eye and Yumiko could dimly pick out a long pink tongue hanging between sharp teeth. 

Yumiko shuddered. “Please,” she moaned. “Please help me. My calf… my calf is out there alone without me.”

“Orcas need to eat, too,” teased the female. 

“Wolves of the sea,” added the male. He started to say more, but cut off with a snarl as another male approached. There was a sound of a fight, and then a yelp, and the male growled, “Back off! It belongs to Jericho’s pack. We’ll decide who gets what.”

“No one gets to claim it until it’s dead,” complained a new male. “I’ll just eat my fill and move on.”

“I’m not dead,” Yumiko whimpered. “There’s a treaty. You can’t eat me until I’m dead.”

“You’re as good as dead.”

“We should just let these buggers take a bite and take off,” sighed the first male.

“So they can tell everyone about it?” growled the brown female. “Are you stupid? Where the fuck is Jericho?”

“Sorry to keep you waiting,” said a new, much deeper voice.

The female yelped and whined excitedly. “Jericho! Look, we’ve been guarding it just as you said.”

“I see that.” A figure came into view and Yumiko’s struggling heart brightened. Jericho walked on his hind legs and held some kind of long staff in one paw. He was a shifter.

Shifters wielded power, authority, tools.

“Shifter,” Yumiko begged. “Shifter, you… you can help me. Please.” 

“Of course I’ll help you,” he rumbled. He crouched close to her eye so she could make out his ruff of grey fur, streaked in red colouration, long muzzle, pointed ears, and golden eyes. He laid a clawed hand on the grey-blue skin next to her eye and tilted his head. “Your death would be slow if you were alone, but I am here. I will make it quick. I will take away your pain. And in return, you will feed my pack and our fires and our pups will be strong and many.”

“N-no. No, please. _Please_.” Yumiko dredged up her waning strength and flopped her tail against the sand. Her great bulk shivered and strained. “My calf!” She hadn’t heard her daughter’s song in many hours and she feared the worst. Her child was dead and she would follow shortly. “You’re a shifter. You don’t have to do this!”

“But I _want_ to do it.” Jericho patted her. “I’ll ease you into the next world.”

“What about the treaty?” asked the female, leaning against Jericho’s hip as he stood. 

He absently stroked her ears as he looked around. “We may not injure her directly,” he said. “This is true. But there is more than one way to hurry a whale to her demise. Gather dry wood. Bring it to the beach. The fire won’t touch her, but the smoke and heat will help the sun in its task.”

Yumiko moaned a long, low cry of despair. If only she, too, could shift. If only she could shrink her bulk, or change the alignment of her flippers so she could get some traction against the sand. She fought against her body, wishing she could force it into something it wasn’t. As the four-legged mammals worked around her, dragging vegetation onto the sand, she worked inwardly, wishing she could somehow find the gift that she knew she lacked.

“Ahoy, little matey,” a light male voice suddenly greeted from above her. Startled, Yumiko tried to squint through her upturned eye, but the light was too bright and she couldn’t make anything out. “What’s your name?”

“Wh-what?” Yumiko stuttered. “Who are you? I… I can’t see you.”

“Oh, sorry about that. Just a minute.” After several seconds, a tiny orange shape appeared in front of her downturned eye, where Jericho had recently crouched. Another mammal, he, too, was covered in fur and walked on four legs and had little pointed ears and a long tail. But he was much smaller than the others. “Me name’s Kwazii, little matey. What’s yours?”

_Little matey?_ The tiny creature was the size of one of Yumiko’s eyes, and he was calling her _little_? “Yumiko,” she gasped. “It’s Yumiko. Are you here to… to eat me, too?”

“Yumiko,” Kwazii repeated. He sat on his haunches and flicked a ragged ear. “Naw, I’m a vegetarian. I’m here to help you, Yumiko. The others'll be right along, so just hold tight.”

A sharp, acrid smell reached the back of Yumiko’s tongue and she shivered with fear. She looked past Kwazii to see three huge heaps of wood and grey smoke rising. Jericho stood over the fires, his staff raised, shouting something to the four-legged mammals milling around his hips.

“Hey, is that a _cat_?!” cracked out the male mammal’s voice. “Git outta here! Get your own seafood!” 

One of the mammals burst across Yumiko’s vision, its jaws open and sharp teeth centimeters away from closing on Kwazii’s tiny orange body.

With a laugh, Kwazii leapt into the air, barely avoiding the vicious snap, and launched himself off the mammal's muzzle to gain even greater height. He came down on the mammal’s back and continued laughing as he spun in a circle, trying to snatch him up. 

“Ya-har!” Kwazii cackled gleefully. “You’ll never catch me, ya mangy landlubber!”

The mammal dropped into a roll and Kwazii leapt off of him.

Kwazii alit gracefully onto his little paws and, in a more serious tone, amended, “Aye, mange is a legitimate concern, matey. Didn’t mean to offend."

The maddened mammal howled and charged again.

All the while, the wood began to burn brighter. Heat lapped at the side of Yumiko's body. Every breath scorched her blow hole and lungs. She could only blink weakly and wheeze what must have been her last breaths and watch that strange little cat taunt the other mammals.

More of them joined the chase until Kwazii was just an orange blur jumping off of heads and backs, leaping out of danger with a laugh and a _Yow!_ , riling the mammals into such aggression that they began attacking each other. They swam together in Yumiko’s fading gaze; a grey and brown storm swirling around that orange speck--

A splash of water on her upturned eye startled Yumiko back to full awareness. Something cool and wet covered her burning back and she almost moaned from relief. She suddenly realized that she had been hearing a noise for the past several moments, just on the edge of her awareness--a chittering noise, almost like chanting voices. Another splash of water hit her flank, and then another near her flukes.

"How are we going to get her back in the water?" asked a quick, accented male voice.

"Should we?" asked a female. "Most whales beach themselves if they're sick or injured."

"There’s only one way to find out," said a different male. A slim, dark figure stepped around her snout and into her view, walking on two legs.

_Another shifter?!_

He knelt before her eye and smiled kindly. His round, hairless face tilted to one side as he met her desperate stare. Black and white fur ruffled across his brow in the breeze; he brushed it back with a well-formed hand as he spoke. "Hello," he said. "My name is Peso. I'm a medic, and I help any creature who is sick or injured. My friends are Kwazii, Dashi, Shellington, and the Vegimals. We are the Octonauts."

Yumiko must have died or was so close that she was caught in some kind of death dream. The Octonauts weren't _real_. And if they were, why would they be here?

And if she wasn't dreaming, then they should-- "Find my calf," she wheezed. "Don't worry about me. Please save her."

Peso nodded. "Your daughter is the reason why we’re here. She is safe. Now, tell me why you are on this beach. Are you sick? Were you injured? I need to know so we can help you."

"There… there was a sound.” Yumiko squeezed her eyes shut, trying to remember the haunting calls. “I thought it was another Omura. Maybe a… a lost calf. I followed it, but then I got turned around in this cove, and then the water retreated…” She looked at Peso again, trying to communicate her agony through her stare alone. “And then the--the mammals found me."

“That frequency we picked up,” the female Octonaut said. “Do you think it was a trap? That’s horrible!”

Peso’s little teeth appeared, gnawing on his lip as he thought. "Yes, I think you’re right, Dashi, and it’s very, very illegal. We have to tell the captain and get Yumiko out of here.”

More water splashed on Yumiko’s back and side. A large, wet sheet flopped over her flippers. Something blocked the sun from striking her eye.

“We may just need to wait for high tide,” said the quick-voiced male, still hidden from view. “It looks like it might reach high enough that we can just give a little nudge to get her back in the water.”

“That’s a relief,” said Dashi. “So we just need to keep her cool and moist for, what, five more hours?”

“Can Kwazii keep this up for five hours?” asked the male.

“Or at least until the captain gets here,” Peso added. He stood and faced the pack of snarling mammals and the semi-circle of fires. “We need to keep this smoke away from you, Yumiko. Your cardiovascular system is already suffering--any impact to your oxygen intake can be deadly. Now would be an excellent time for a storm to blow in.”

“Did you say “blow”?” Dashi asked. “The Gup K has fans on it. Would that work?”

“Yes!” Peso whirled on his heel to smile at someone past Yumiko’s head. “I’ll go call Tweak.” He hurried out of sight.

In the next few long, wheezing breaths, Yumiko watched the pack swirling and snarling in pursuit of that orange blur. Jericho stood above the chaotic maelstrom, barking orders and occasionally taking a swing, but to no avail. Behind them, the fire grew into a hellish blaze and the black smoke roiled like another pack in the air.

A sudden yowl cut through the din and Kwazii’s little body tumbled out of the mass and through the air in an uncontrolled fall. He hit the beach in a spurt of sand and remained, unmoving, a small, half-buried lump.

_Oh_ … Yumiko felt a thread of sadness. The little cat had been brave, if stupid…

A few of the mammals loped to the fallen cat, panting heavily. The middle one, the bossy brown female, snapped at the other two until they backed off a few paces. She circled Kwazii’s body, sniffing, and then moved in.

Something huge and white entered Yumiko’s field of vision and the mammals yelped and scattered. It gently scooped the cat up in an enormous paw. “Pardon me,” it said, its deep, quiet voice penetrating across the beach. “This belongs to me.”

“It’s a fucking bear!” howled the brown female, bouncing in place. “Jericho!”

Jericho disentangled himself from his excited pack and slowly approached. His red-streaked muzzle lifted and he appeared to only then notice the activity around Yumiko’s helpless body. “What is the meaning of this?” he demanded coldly. “My pack has claimed this whale and that feline runt attacked us. By our laws, both of them are ours.”

The bear settled on its haunches, one paw cradling the cat to its chest. Even sitting, it could peer down its long nose at Jericho. “My apologies for the misunderstanding,” it said. “The whale is not deceased. Per the 1972 International Treaty of Marine Acknowledgement, you may neither eat nor harm her unless she perishes of natural causes. If you do harm her, there will be grounds for legal sanctions against you and anyone who participated in the action. And, per the Marine Protection and Exploration Act of 1821, ratified by the League of United Species in 1911, we are well within our rights to provide this whale with assistance. I am Captain Barnacles and we are the Octonauts.”

“Shit,” muttered the brown female.

_Captain Barnacles!_ Yumiko couldn’t believe what she was witnessing. Captain Barnacles was a _myth_. He was the story she told her calf when the storms were especially violent, when someone in the pod was lost or injured, when the orcas were circling… “Go to sleep,” she would murmur. “Captain Barnacles watches over all the good calves in the sea.”

But it hadn’t been true.

Or so she’d thought.

“Tweak’s on her way with the Gup K,” came Peso’s light voice, near her snout once again. “What’s going on?”

“The captain’s laying down the law,” said Dashi behind Yumiko’s head. “If he had a book I think he would literally be throwing it at those wolves.”

“Where’s Kwazii?” 

“Captain’s got him. Looks he wasn’t quite fast enough.”

“Oh, Kwazii…” Peso entered Yumiko’s vision, his quick steps carrying him to Barnacles’ side, where his black figure stood out starkly against Barnacles’ glowing white fur. “May I take him, Captain?” he asked. 

“Yes, of course.” Barnacles held out his arm and allowed Peso to gather up the little orange cat. “I think he’s just stunned--I don’t smell any blood.” 

“Thank goodness. Th-thank you.” Peso stepped back and there was a moment where he and Barnacles were just looking at each other and even Yumiko, her breaths and heartbeat struggling, could sense some kind of tension.

“Not at all--” Barnacles cut off with a grunt as one of the smaller mammals landed on his back and sank its teeth into the space behind his ear. He huffed and shook himself, and the mammal tumbled away. “Wolves,” he said sternly, “I will not fight you, but I don’t think you will have much luck attacking me, either. Please stand down and we will talk through an acceptable solution to this conflict.”

“And how can there be an acceptable solution when you are stealing what rightfully belongs to us?" Jericho demanded. "What will my pack eat? What oil will keep our fires burning?"

"My communications specialist can provide you with local, plant-based recipes for both food and oil," Barnacles said. "Once we're able to return to our ship."

"Plant-based," Jericho spat. He paced in front of Barnacles, growling under his breath. “What kind of bear are you, Barnacles? You’re just prey in the skin of a predator.” He slammed his staff to the ground. “Kill him,” he commanded.

A dozen of the mammals moved in, flowing like water, silent in their unified intent. They swarmed over Barnacles’ huge shape, leaping and snapping, hanging off his neck and ears and nose. Brilliant scarlet spattered the sand from his injured muzzle, but all he did was rise to all fours and shake himself again.

“Captain!” cried Dashi.

“They won’t be able to do much against his fur,” came Peso’s voice, sounding out of breath. “But I’m worried that he will overheat like this. He has to get into the water or shift back to his common form.”

Jericho continued pacing, lips pulled back in a grimace, fury blazing in his golden eyes as he watched his pack fall away from Barnacles again and again, like surf hitting an unyielding shore. Finally, he raised his staff and pulled it apart in a smooth motion, revealing a flashing length of metal within.

It looked like a… 

“Harpoon,” Yumiko wheezed. “Harpoon.”

Jericho leapt into the fray, his metal weapon sliding into Barnacles’ great mass--

And struck air as the huge polar bear vanished in a whirl of white and black until only a large black shifter remained, tossing aside a wolf with one hand and gripping Jericho’s wrist in the other.

“That’s not good,” Dashi uttered. “Shit. Is Kwazii awake yet?”

Yumiko watched in horror and helplessness as Jericho and Barnacles grappled and the wolves circled and returned to attack his vulnerable, furless shifter legs.

Was she going to see the end of the sea’s greatest defender, now when she had only just learned that he was more than a myth? And he was going to perish… to defend _her_?

“Leave me,” she moaned. “Save yourselves.”

“The Octonauts always find a way,” Dashi assured her. A small hand patted her back. “Somehow.”

**

Peso’s heart just about clawed up and out of his throat when the pack drove toward Barnacles’ exposed back and legs, but Barnacles had a kind of absurd speed for such a big man--in one move he jerked Jericho toward himself and side-stepped, ripping the sword out of Jericho's claws and causing a collision between the wolves and their leader. 

_Captain_ , Peso thought in wonder, awed once again by Barnacles’ skill and restraint. He could have slain half of them in his natural form, but had held back, his utter devotion to life extending even to those who sought him mortal harm.

But he wouldn’t last much longer. Barnacles danced backward, arms up defensively, his heaving chest and shoulders glistening with sweat. Even in his common form, he wouldn’t fare well in the hammering sun and merciless heat. But he couldn’t leave the whale undefended. 

“Return to your bear skin before we kill you,” demanded the wolves’ shifter leader, Jericho, his long fangs bared. “There will be more of you to eat.”

“I’m afraid I cannot oblige you today,” Barnacles panted.

“Just bring him down!” Jericho howled.

The pack advanced again, and this time Barnacles wouldn’t be able to just shake them off.

Peso wished he could jump in and help, but he’d have no chance against those wolves--he wouldn’t even know where to start. Of them all, only Kwazii was trained to fight, and he was unconscious in the Gup E. And he, Dashi, Shellington, and the vegimals were extended to their limit trying to keep Yumiko the whale wet with only buckets of water.

A low growl cut across the din and Peso wondered if Barnacles was going to shift back to his natural form, and wondered if he would pass out from heat stroke. 

But the growl grew louder and louder and finally resolved into the roar of an engine. 

Peso twisted and spotted a V of water approaching quickly from the direction of the Octopod--the wake of a fast-moving gup. The Gup K hove across the water and transitioned onto the beach, its wheels spitting up wet sand and its fans creating a deafening noise. Behind the steering, Tweak stood tall, deftly maneuvering the green, alligator-like gup into a sharp turn, her turquoise hair and long ears whipping in the wind. She skidded to a halt just a few meters away from Yumiko's nose, her rear to the wolves and their fires, and set the fans to full blast. Wolves and burning wood alike scattered in an explosion of embers and ash. 

Peso immediately noticed a difference in the air as the irritating smoke blew in the opposite direction. He rested a palm on Yumiko's cheek and tried to smile warmly when her bleary eye found him. "I hope you can breathe a little easier, Yumiko."

Tweak vaulted out of the gup, a bucket in one hand and one of her hefty wrenches in the other. "Who needs help more, Peso?" she called over the fans. "Cap or your patient?"

_She's asking me?_ Shocked, Peso couldn't answer for a moment. Then he shook himself. Barnacles and Kwazii were out, he was the doctor, and they were mid-rescue; yes, he was in charge. 

Peso glanced over the scene: The other wolves had retreated for the moment, wary of the toothy Gup K. Jericho had recovered from the interruption and was wrestling with Barnacles, his long, crimson-streaked muzzle and sharp fangs giving him an advantage over Barnacles' passive, if powerful, defense. Barnacles was visibly slowing; sweat and blood streamed off his skin. He was not made for a one-sided fight on a beach in summer in the Pacific northwest. 

Yumiko, though not out of danger yet, seemed stable as the other Octonauts tirelessly laboured to keep her wet.

"The captain," he decided. "Cool him off. Don't engage with the wolves." 

"You got it, Peso." She dropped the wrench and bounded to the water to fill her bucket. 

Peso, after a moment's indecision, followed, filled a bucket of his own, and raced after Tweak to dump it on their captain. 

Tweak's long legs gave her an advantage; she arrived first, shouted, "Incoming!", and doused Barnacles' bare shoulders. His grim expression didn't change, but he seemed to rally, shoving Jericho back several paces. 

Peso offered his bucket to Tweak, aware that she could reach higher than him, and she poured it once more over Barnacles' knotted shoulders and bowed neck. 

"Thank you, Tweak," Barnacles panted, polite as always. 

"What kind of excuse for a shifter are you?" Jericho growled, straightening from a crouch. He sniffed the air and his lips curled and muzzle wrinkled, his pointed ears flattening. "A rabbit and a waterfowl? These creatures should be your prey. You should be their master."

"They're my crew," Barnacles responded mildly. "And my friends. You, too, can use your power for the good of other creatures.”

“Easy words for you to speak,” Jericho spat. He resumed pacing, working side to side in front of the Octonauts, his shaggy grey fur lifting and clawed hands grasping. Peso edged nervously backward, all too aware that he would stand zero chance against a creature like the angry wolf shifter. “Do you have pups to feed, _Captain_? Do you lead a pack of simple animals when most prey have a shifter among them to thwart your hunts? How kind and great you are, when no teeth can penetrate your hide.”

“There are other ways to take care of your people,” Barnacles said sternly. “The shifter nations have put laws in place to regulate predation so all may benefit. Join with them and your people will not go hungry.”

“You expect me to join them? To follow their damned laws? Do you know what we would do then? We would have to _beg_ for food. We would have to crawl on our bellies to the herds and beg for their sick and their dead and their criminals. That is no life for a wolf!”

“So instead you set a trap to disorient whales and lure them on shore?” Peso demanded, uncommon anger rising at Jericho’s tone of righteous indignation and acts of cruelty. 

Barnacles huffed. “Using shifter tools to harm simple animals, as you call them, is illegal. If you’re going to hunt a whale, you should go out there and swim with them.”

Jericho barked a laugh. “All shifters use tools against animals. You can’t tell me that you haven’t.”

Barnacles spread his arms, indicating his furless common form, naked but for his blue Octonauts collar.

“You have no need of tools, right?” Jericho’s ears flattened. “But what of your feeble companions?”

Peso barely noticed Jericho had crouched when he was springing into the air. Gaping jaws and extended claws closed the distance to Peso, who froze, paralyzed with sudden terror. He stumbled back and barely had the presence of mind to trigger his helmet before he was slammed to the sand.

Jericho’s fangs cracked against Peso’s helmet with an ear-shattering noise. His claws dug into Peso’s shoulders, his back feet crushed Peso’s hips, and Peso had a vague awareness that Jericho could tear him in half simply by digging his toes in.

Then big black arms wound around Jericho’s shoulders and pulled him off. 

Jericho twisted and snapped and snarled and kicked wildly, trying to get out of Barnacles’ crushing hold. Barnacles slid a hand up to close around Jericho’s throat, blunt nails digging into the ruff of grey fur, and his other arm bulged as he tightened his grip around Jericho’s upper arms and chest. 

Jericho blurred and shifted into his natural form, but it did nothing. No matter how much Jericho struggled, Barnacles continued to squeeze, his expression completely still, blue eyes narrowed in grim determination.

Horrified, Peso bolted up. “Captain!” he cried, afraid that he was about to see Barnacles do something for which he would never forgive himself.

Barnacles glanced at him. A little frown drew his white brows together. He blinked a few times and seemed to only then realize what he was doing. 

He dropped Jericho, limp and coughing, to the sand. 

“I will not fight you,” he said again, his voice eerily soft and flat. “But if you attack my crew, I will not hesitate to incapacitate you.”

Jericho glared up at him, tongue lolling from his jaws as he struggled to catch his breath. His claws dug into the sand again and this time he whirled and leaped at Tweak. 

Tweak caught his muzzle in her bucket and rolled backward gracefully. She gave a powerful kick with her long, muscular legs that slammed into Jericho’s stomach and flung him several metres away. He landed with a loud clang, a yelp, and a puff of sand. 

Jericho lay still for several seconds, the bucket on his head, his ribs rising and falling with his laboured breaths. 

Unable to resist an injured creature, Peso dismissed his helmet and started toward him. 

Barnacles caught his shoulder. “Please don’t,” he murmured. “If he tries to hurt you again, I…” He trailed off and frowned at the thick forests surrounding the beach. He pulled his hand away. “Just. Please don’t.”

Peso didn't know what Barnacles meant, but he couldn't follow that order. It didn't matter if Jericho tried to attack him again--Peso _had_ to help him if he was injured.

" _Any_ creature," he reminded Barnacles, firming his chin and forcing himself to meet Barnacles' icy stare. 

Barnacles blinked, face slackening in surprise, and Peso hurried to crouch beside the downed wolf shifter.

When he warily slid the bucket off Jericho's head, he met dazed, slowly blinking eyes.

"Jericho," he said gently, "are you hurt? I'm a medic; if you're injured, I can help you."

Jericho golden glare snapped into focus on Peso's face and his head lifted. His limp body tensed. His lips pulled back and his growl rattled. "Damned waterfowl," he snarled huskily. "I'd sooner die than accept help from _prey_ \--"

"My species are predators as well," Peso corrected him quietly. "Efficient predators. Now, are you hurt?"

"Pfah!" Jericho heaved himself up onto his broad paws and Peso forced himself not to flinch backward. Even in his natural form, Jericho was large enough to be dangerous. But after releasing a long, low growl, Jericho suddenly froze, his gaze fixed on something behind Peso. He stood that way for a long moment, completely still, and then whirled away. He trotted up the sandy slope to the first scrubby bushes of the deep green forest, cast one last, baleful scowl over his shoulder, and then disappeared into the dark shadows beneath the trees.

Peso twisted to see what Jericho had been looking at and found Barnacles standing close behind him like a gleaming obsidian obelisk. He quickly averted his gaze before he registered more than the length of a muscular thigh, feeling a rush of heat to his face. Cursing the exceedingly _poor timing_ of his blush, he shot to his feet and sought out _anything_ else to look at. 

He found wolves.

The rest of Jericho’s pack continued to mill around the quickly disintegrating and smouldering fires, their yellow and green eyes glinting in the afternoon sun. Barnacles, Peso, and Tweak, bouncing on the balls of her feet, watched them warily. The Gup K’s fans continued to roar. The other Octonauts continued splashing water on the beached Omura whale, Yumiko. 

Barnacles sighed heavily and strode from Peso’s side to Jericho’s fallen sword. He placed a heel on the flat flat of the blade and wrenched upward on the hilt, bending the weapon in half with the barest ripple of muscle.

“Wolves,” he called to the gathered mammals, “although you may not be shifters yourselves, that does not mean you have any less of a right to lead or a right to equal representation with the other nations. You can create your own path. But… you will not be allowed to use shifter technology to prey upon others.” He folded his bloody arms and stared from one pair of eyes to another. “Remember this: The seas are not there to be harvested. The creatures within them are protected. By me. Please depart this area.”

For a tense moment the wolves didn’t move. Then a rangy brown female nudged her neighbour and turned to disappear into the trees. Within moments, the rest had melted away.

Peso sagged, almost falling to his knees in relief. His heart continued to pound, a vision of Jericho's ravenous jaws closing on his face still haunting his mind. 

"Tweak," Barnacles said, sounding barely out of breath. "We need a better way to keep Yumiko wet until the tide comes in; can you rig something up with the Gup C? Maybe a much, _much_ larger bucket?"

"Faster than you can say buncha munchy crunchy carrots," Tweak agreed, taking off in bounding strides toward the flotilla of gups bobbing in the water past Yumiko's hulking form.

When she'd gone, Barnacles turned his attention to Peso. "Are you hurt?" he asked, a low rumble. 

Peso blinked, startled. He hadn’t thought of it. He looked down at himself and brushed at the sandy paw prints covering his shoulders and hips. He could feel sensitive flesh beneath his wetsuit, but it was probably minor. “Bruises,” he determined. “That’s all.” He smiled weakly. “Thank you, Captain. If it weren’t for you--"

“Think nothing of it.” Barnacles made a fist and sighed as he looked at it. "If I'd been thinking, I wouldn't have let you put yourself in danger." He dropped his hand and met Peso's gaze with a growing frown. "I did tell you to stay with your patient, Peso."

Though his tone remained calm and gentle, Peso shrank from the quiet recrimination. He should have stayed away from the fight. Even Tweak could defend herself, but Peso had no business being anywhere _near_ Barnacles and Jericho. His rashness had disappointed Captain Barnacles. Again.

"S-sorry, Captain," he stammered. "I was concerned…" He gestured at Barnacles' huge form. Without his uniform he looked bigger, as though the tidy jacket with its column of buttons did more to contain his raw power than anything else. Peso performed a quick scan of his body, focusing only on the injuries and closing off the part of his mind that remembered the feel of Barnacles' skin under his palms. Lacerations--most of them minor, but a few that might be cause for worry--covered his forearms and shoulders. The worst was a bite on his calf; the four deep punctures clearly visible and blood oozing down his ankle to soak into the sand. “Come with me to the Gup E and I’ll tend your wounds.”

Barnacles looked down at him, his expression perfectly controlled. A gash across his nose bled sluggishly, framing his normally gentle mouth with a dark crimson line. “I’m quite all right, Peso,” he said coolly. “Thank you.” He turned on his heel and started toward Yumiko and the gups, leaving a trail of bloody footprints. "You should focus on your patient," he added without looking back.

Peso cringed inwardly. Barnacles must have still been angry with him, to refuse treatment. 

He thought about pressing the matter, but Barnacles was right--he needed to focus on Yumiko. Once she was safe, he would chase his captain down. 

So he squared his small shoulders and mentally steeled himself for the next grueling few hours. 

**

When Yumiko the Omura whale breached far out in the cove and the setting sun transformed her victorious spout into droplets of gold, the Octonauts cheered wearily where they gathered on the beach. When her calf joined her with a smaller, but no less exultant spray, they managed a louder cheer. Tweak yanked Dashi and Peso in for a hug, Kwazii executed a backflip, and Shellington bumped chests with the vegimals. Barnacles continued to stand quietly, only a subdued smile on his square features.

“I can’t feel my arms,” Shellington complained, rubbing the furry limbs and scrubbing his face. He moved sluggishly, paws dragging, and began collecting the dropped buckets and the wet sheets they’d used to cover Yumiko’s burning skin. “We get the day off tomorrow, right, Captain?” he asked over his fuzzy brown shoulder.

Barnacles chuckled quietly. “You don’t need your arms to write a Creature Report, do you?”

“If I say yes, can we skip this one?”

“No.”

The other Octonauts managed to laugh, though they were all feeling the effects of the full day of ceaseless labour to keep Yumiko wet and alive.

“Dashi,” Barnacles rumbled. “Can you come with me, please? I want to find that emitter.”

“Yes, Captain,” Dashi fell into step with him and they started down the beach.

Peso watched them go, eyes narrowing as he examined Barnacles’ strong stride and straight posture in the slanting sunlight. You’d never know from looking that he’d been in a pitched battle against a pack of wolves. He’d donned his wetsuit after the wolves vanished and washed the blood off his face and hands and out of his short white hair. Other than the cut across his nose, nothing could be seen of his injuries. Peso couldn’t stop thinking about the vicious bite in his calf, though, and he itched to get Barnacles on his examination table.

“All right, mate?” 

Peso, already on edge, just about jumped out of his skin when Kwazii’s arm dropped around his shoulders. 

“Woah, hey, it’s just me.” Kwazii backed away, hands up placatingly. “Didn’t mean to startle you.”

“Oh, no, it… it’s okay, Kwazii. Sorry.” Peso let out a shaky breath and forced a smile. “How are you? Is your head hurting?”

“Oh, naw, mate, me pride’s hurt more’n anything else.” Kwazii scratched his head under his bandage and scowled at the sky. His tail lashed behind his legs in irritation. “Can’t believe I let you down--”

“You didn’t let us down,” Peso objected vehemently. “There were _twenty wolves_ chasing you. You kept them occupied for long enough to _save a whale_. And you’re lucky to be alive!” He stepped in to gently grip Kwazii’s bicep and peer up at his emerald eye, automatically hunting for any sign of a concussion. “We’re all lucky,” he amended softly.

Kwazii shrugged, but his golden eye tooth flashed in a little smirk. “Take more’n twenty canines to bring down a pirate, aye?” The smile fell quickly, though, and he returned his arm to Peso’s shoulders, snugging him close to his chest. “I wish I’d been there for you and the captain, though.”

Peso let himself sag against Kwazii’s supple orange wetsuit and wondered if the entire exchange could have gone differently. He hoped Jericho or his pack would take some of what Barnacles had said to heart--as the world changed, predators were being forced into a precarious position. If they couldn’t ally themselves with their prey, they would be backed into a figurative corner. And a cornered predator would be dangerous to everyone…

Regardless, if Kwazii had been at Barnacles’ side, Peso doubted that would have changed much. If anything, it might have made things worse--it seemed that Jericho had been itching for a fight. 

“You didn’t miss much,” he assured, gazing up at Kwazii’s narrow, scarred chin and fond expression. He let out another breath and relaxed that much more. Everyone was safe. “Tweak kicked a wolf shifter about three metres, though. I think I need to work out with her.”

“She doesn’t work out; she just carries them big wrenches around.” Kwazii mimed hefting something over his shoulder, and then nodded down the beach after Barnacles and Dashi. “We going to let them have all the fun, me little bird? Looks like there’s still some exploring to do.”

The last thing Peso wanted was to force his weary body to tramp up and down the shore, but he nodded, anyway. “Mm!” Visions of Barnacles’ injuries and seeing him on the verge of overheating haunted him. Despite outward appearances, he suspected Barnacles was suffering.

Kwazii gave a little squeeze and then released him, and they followed Barnacles' and Dashi's footprints.

Fortunately for Peso's increasingly shaky legs, they didn't have to go far; they found Barnacles and Dashi on the other side of a tumble of rocks. Barnacles, now dripping wet, stood back as Dashi knelt to examine some kind of blocky, steel grey machine about half her size. She picked up part of it, attached by a cable to the rest, and pressed a button. Ear-splittingly loud whale song immediately blared from the machine. She hurriedly shut it off. 

"Shiver me whiskers," Kwazii hissed. "That's diabolical."

"Indeed," Barnacles rumbled. "Dashi, I want you and Tweak to take a look at it, and then we'll hand it over to Professor Inkling." He crouched and picked it up with a small and unusual grunt of effort--or pain. His expression didn't change, though, as he turned toward the gups. "Tomorrow," he added as he strode past Dashi.

"Yes, Captain."

Peso made a little whimper himself, knowing what Barnacles must be going through. 

Kwazii glanced at him, flicked an ear, and then trotted after Barnacles. "Captain!" he called. "Can I lend a paw?"

"Thank you, Kwazii," Barnacles said without stopping. "I think I'll manage."

"Aye, but I'm feeling a little left out, being as I slept through half the mission."

Barnacles finally paused. He aimed an inscrutable look down at Kwazii, who grinned hopefully, and then asked over his shoulder, "Doctor, is Kwazii fit enough?" 

Peso winced at the formal title. "Y-yes," he stammered. "Kwazii's very fit." He immediately went hot as Dashi clapped a hand over her mouth to stifle a giggle and Kwazii purred a sultry, "The feeling's mutual, mate."

"Very well," Barnacles said, seeming not to notice the slip. "I don't want you to feel left out." He hefted the machine into Kwazii's waiting arms. 

Kwazii's wobbled backwards from the sudden weight, dug in his ivory claws, and stabilized. "Thanks, Captain," he wheezed, and continued unsteadily toward the gups. 

Barnacles followed behind, flanked by Dashi and Peso and their lengthening shadows.

**

“It is troubling,” Inkling agreed, “but not unexpected. There will always be those who try to work around the laws, no matter what we do.” He laid a cool tentacle on Barnacles’ wrist. “You did well, dear boy. Octonauts like you make those on land think twice about seeking to take advantage of those in the sea.”

Barnacles nodded wearily and corrected, “Octonauts like _us_ .” He covered Inkling’s tentacle with a hand, grateful for the support. The entire day had thrown him off balance, from seeing Kwazii get thrown to the ground, to the sharp stings of lupine teeth, to the senseless argument with Jericho and the discovery that land shifters _still_ used their tools and technology against their marine counterparts. 

And the sight of Peso under Jericho’s paws and Barnacles’ surge of rage… How close he’d come to… to snuffing out the life of another… 

“Indeed,” Inkling said, pulling Barnacles back to himself.

He blinked and met Inkling’s unfathomable gaze. He opened his mouth to say… something, but couldn’t remember what it had been. His voice came out in a weak sigh. 

“Get some rest.” Inkling squeezed once and then reclaimed his tentacle to coil with the rest of his pink body in his chair. “I’ll contact the Commissars tomorrow and we will ensure the appropriate nations are notified of this activity.”

“Thank you, Professor.” Barnacles gathered himself to stand and swallowed a groan as he put weight on his already throbbing calf. His entire leg felt swollen and tender; but he tried not to think about it. A cool shower and a good night’s sleep would take care of it. “Good night.”

“Good night, Captain.”

Barnacles slowly strode to the library door, focusing on the books covering the shelves around him, on the smell of paper, on the sound of Inkling’s tank. His heart beat rapidly and his head swam sluggishly, making him wonder if he should seek out Peso… But, no, he would be fine. He just needed to rest. Even a polar bear could exert himself a little too far…

The door sighed open and Barnacles halted in the threshold, frozen in place by surprise and trepidation.

There stood Peso, leaning back against the far wall, medical bag dangling from his clasped hands. He still wore his snug black and white wetsuit and his hair was pushed back and crusted with sand--it looked like he’d been standing there since they'd returned to the Octopod a good half hour earlier. His large brown eyes, rimmed in red and smudged by dark shadows, briefly met Barnacles’ before dropping. He chewed on his lower lip and then mumbled to Barnacles’ boots, “Um, Captain, I… I think I’d better examine your leg.”

_He can’t even look at me_. Barnacles’ heart squeezed as though one of those wolves had caught it in their jaws. Peso’s demeanor had changed drastically since their catastrophic first date; he almost cowered whenever Barnacles came near him, drawing in on himself. His fear was palpable. And Barnacles had no one to blame but himself. He’d lost his self control--both in the HQ and on the beach when he’d nearly murdered Jericho.

“That’s quite all right,” Barnacles said. “Thank you, Peso, but I’m fine.” He cleared his throat. With nothing else to do, he fell back on old habits. “Well done out there. Good night.” Holding himself carefully, he turned and started away.

Peso slid in front of him, his face still downturned. “Please come to the medbay, Captain.”

Barnacles’ jaw worked. Peso’s professional duties were obviously forcing him into this uncomfortable situation. Barnacles wouldn’t ask him to tend someone he couldn’t bear to be around. “Really, Peso,” he said more firmly. “It’s nothing that won’t be fixed by a hot cocoa and a lie down.” Carefully, he shifted to the side and tried to walk around Peso without getting too close.

Once again, Peso side-stepped to cut him off. His face lifted and he levelled a shaky frown at his captain. “I understand that you are angry with me, Captain, but that is not an acceptable reason to refuse medical attention. Please come to the medbay."

"Angry?" Barnacles repeated, rocking back in surprise. He couldn't imagine that Peso would ever do anything to even remotely anger him. "I'm not angry."

"Then why won't you let me treat you?" Peso's little chin jutted and little black brows furrowed in an expression that was becoming all too familiar. 

"Because, well, because I don't need treatment." Barnacles backed away from Peso's stern frown and winced when his weight settled on his toes and his calf flexed. "Because you…" He trailed off, racking his mind to say anything other than, _Because you're afraid of me and seeing your fear hurts worse than the blasted wolf bites._ "Because you seem tired," he finished lamely.

Peso glared flatly. He pointed down the corridor. "Medbay."

The walk to the medbay, with Peso only a step behind him, was excruciating as every muscle exerted itself to the utmost to hide just how exhausted he was.

"Please lie down," Peso directed when they entered the bright, tidy medbay. 

Barnacles sat gingerly on the edge of the table, remembering with a kind of bittersweet fondness the first time Peso had examined him in that room. He stared at the black sea outside the window and swallowed hard. "I'd rather not."

Peso strode to his closet and pulled on a white coat. After washing his hands, he faced Barnacles and planted his fists on his hips. 

Barnacles glanced at him and quickly averted his gaze. 

With a quiet sigh, Peso padded to Barnacles' side and knelt. 

Barnacles' mouth dried at the sight of Peso's black and white head bowed next to his own knees. It worsened when he felt gentle hands work at the top of his blue boot until they found the zipper on the inside of his knee. As Peso pulled it down and the long, slow _ziiiiiiiip_ filled the silence, chills raced up his spine. He forgot how to breathe.

Peso didn't seem to notice Barnacles' disconcertion. He carefully slid the boot off, revealing Barnacles' broad foot and clawed toes, and then set Barnacles' heel on his own thigh. His deft fingers slid around the cuff of Barnacles' teal wetsuit, brushing over his ankle, and found the next zipper. Another _ziiiiiiiip_ made Barnacles shiver and squirm and gulp for air as his body realized he'd been holding his breath. 

"I'm sorry," Peso murmured. "It looks painful."

"What?" Barnacles uttered. All he could feel was the cool air hitting the normally covered skin from knee to ankle, Peso's warm thigh under his sole, and a kind of all-over pulsing.

Peso stood, bringing Barnacles' foot up with him, and Barnacles couldn't resist. He laid back on the table and, when Peso nudged his shoulder, obligingly rolled onto his stomach and pillowed his head on his arms. 

"There's still sand in this wound," Peso commented, sounding unhappy. "I wish you'd let me look at it earlier. It might be infected."

Barnacles lifted his head and twisted to peer down his long body. Peso had peeled away the leg of his wetsuit to reveal a bloody, crusty mess. Clear and cloudy liquids seeped out of the red punctures.

"We didn't have time," Barnacles defended himself. He tucked his face into his arms. "Anyway. I've had worse."

"Mm. I don't think you'll need stitches. But it needs cleaning and wrapping. If it's any worse tomorrow, I'll give you a round of antibiotics."

He padded away and rummaged in his drawers. The sounds were strangely soothing. Barnacles found himself slowly relaxing. 

Even when Peso began gently flushing the punctures with water, it was just a cool, tickling sensation. Barnacles sighed deeply and let himself sink into the sensation. 

"Captain?"

Fingertips stroked his ear, startling him awake. His head jerked up and he blinked at Peso's round, wide-eyed face, close enough to...

"My apologies, Peso," he rasped, hurriedly pushing himself up to sitting.

"It's okay." Peso held him still with a light touch on his elbow and peered up into his face. "Are you feeling dizzy? Lightheaded?"

_Only when you stand this close to me._ "No, not at all. Just a bit tired." 

"The heat." Peso laid the backs of his fingers against Barnacles' brow, making the skin tingle. "You feel clammy," he observed, stepping back. "I'm going to give you some electrolyte mixes and I want you to eat something before you go to bed." Once again, he rummaged in his cupboards, returning with some drink mix packets and protein bars. 

"I will."

"How does your leg feel? Is it easier to walk?"

Barnacles blinked slowly and looked down at his calf, now neatly bandaged under the flapping leg of his wetsuit. He slowly lowered himself off the table and nodded as his leg took his weight with only minor complaints. "Yes, I think so. Thank you, Peso."

"I'd like to look at your other wounds, but… it might be more beneficial for you to get some rest. Unless there's anything causing you pain?" He reached up to touch Barnacles' nose, but didn't quite make it before pulling his hand back. 

"No, I don't think any of the others are as bad." 

They stared at each other for a long, long moment. Peso stood so close that Barnacles ached to just… give in and gather that slight frame into his arms and bury his nose in that sandy hair and remind himself that Peso was _okay_.

But as his fingers flexed against the edge of the table and the stainless steel frame whined at the stress, he remembered the feeling of snapping mature wood in his anxious hands. And the feeling of fur and muscle and cartilage giving way as he tried to strangle the life out of the wolf shifter who had dared to attack _his_ Peso.

He couldn't risk harming Peso just because his heart demanded it. He couldn't risk his mission. 

So he shuddered and slid away along the table, carefully keeping his distance. 

"Captain." Peso caught his arm. "I…" He stared up at Barnacles and it took a moment for Barnacles to realize that he was shaking. His heart nearly broke to see glossy terror in those usually warm, confident eyes. "I know you said you're not angry," he whispered, "but… I'm sorry. I'm sorry that I pushed you so hard and… and your wheel broke."

"It's not your fault." Barnacles could barely believe what he was hearing. He finally let himself touch Peso, gently clasping his upper arm. "Of course it's not your fault. I…" He paused, wrestling to find the right words. _I can't be trusted? I like you too much?_ Nothing seemed to be right. "I just made a mistake," he finished softly. "I don't think that I, well, that I…" _I don't think I'll ever have someone._ He felt a little sick at the thought, but managed a slight smile. "I'm sorry for the trouble I caused you and I hope that… that you'll be happy. With Kwazii."

Peso trembled under Barnacles' palm and shook his head, his face pale, but he didn't utter a sound.

Even then, Barnacles wanted to kiss him so badly that it took a physical effort and thinking about _murdering a wolf with his bare hands_ to back away. He took the drink packets and protein bars from Peso's limp grasp and nodded. "Thank you, Peso. Good night."

He left before he could say anything else, focusing on the floor for fear that if he looked back he wouldn't make it out.

**Notes for the Chapter:**

> Oh no! More heartbreak.


	12. The Octonauts and the Heartbroken

**Summary for the Chapter:**

> Barnacles is new to this "feelings" business and can't quite cope with heartbreak and guilt (but then, who can?). But his first mate is always there to help, even when he doesn't want it.

**Notes for the Chapter:**

> Chapter by request: Barnacles falling apart. 
> 
> “Octonauts: the Dating Sim: the Novelization” continues with a few fun angst/comfort tropes. At least, I hope they’re fun. And I have so much love for Kwazii right now?
> 
> A note on their mission: It sounds like something that would never happen, but I needed something simple, time sensitive, and a bit ridiculous. I’ll bring it back around in the future. This was no accident, yeah?
> 
> Warnings: Sad Barnacles is sad, a rather silly off screen mission, and a lot of contrivance. 
> 
> Music Recommendations:  
> VIZE, Alan Walker, Edward Artemyev - Space Melody   
> Fleurie - Hurts like Hell  
> Nitti Gritti & RUNN - Where I Belong

The Octonauts and the Heartbroken

“So what are we looking at here, Shellington?” Barnacles asked, leaning over Shellington’s console in the HQ, careful not to disturb the mug of coffee steaming to one side. He squinted at the image on screen. It looked like a normal, shining night sea, moon and starlight rippling on the breast of the waves.

“Watch this, Captain,” Shellington said. “I set up some surveillance equipment to record the night migration of some blue whales, and…” He pressed play on the screen and the sea heaved into motion. A huge form breached the surface, spouted, and submerged. Another, slightly more distant, did the same. And then another.

“This is all very interesting,” Barnacles agreed. He straightened and pinched the scarred and tender bridge of his nose, rubbing his gluey eyes. “I would have been happy to watch it in the morning, though. You didn’t need to call me down at--” he checked one of the many HQ screens, “--three in the morning.” Not that he’d been sleeping, anyway, but lying awake in the dark was close enough. 

“It’s not just that. Look!” Shellington’s little clawed finger pointed to the screen and his whiskers bristled with worry. 

In the spot under his claw, one of the whales surfaced and spouted, and then something pale  _ flicked _ over its blowhole. It quickly submerged.

“Now look,” Shellington added, switching to another image. This one displayed the dim gloom under the surface, lit by a submerged spotlight. When he started the video, the dark marine behemoths appeared again, swimming past the edge of the light. “And… here.” He pointed again, just as one of those massive shapes rolled closer, thrashing uncharacteristically. It vanished from view quickly, but Barnacles could tell that something had gone wrong.

“What happened?” he asked, his concern growing. 

“I… I think something got into its blowhole.” Shellington twisted to offer a worried frowned. “Jumping jellyfish, Captain, blue whales can only hold their breaths for ninety minutes-- _ maximum _ . If there’s a blockage, it will suffocate!”

“Understood.” Barnacles shook off his lingering fatigue, took a deep, head-clearing breath, and stepped away to hit the Octo-alert. “Octonauts, to the HQ!”

As he waited for the others to arrive, Barnacles smoothed his uniform and finger-combed his hair nervously. He should have been completely focused on their new mission and the safety of that whale, but his stomach immediately clenched and his heart pounded loudly knowing just  _ who _ he would have to face. 

He hadn’t been able to sleep properly since he’d called off the dating experiment with Peso a few days earlier--only days? It felt like weeks. Months. His dreams were haunted by the sensation of Peso’s soft, warm body in his hands and his nightmares were stalked by the sounds of wood snapping and bones crunching and wolves howling, and every waking moment he wished he’d never convinced himself that reaching out to Peso romantically would end well for either of them. 

Peso was avoiding him--he rarely showed up for meals, barely spoke during missions--and Barnacles couldn’t blame him. Whether it was out of fear or anger, Barnacles deserved the punishment of Peso’s absence.

He shouldn’t have crossed that line. 

Guilt and self-recrimination devoured him from the inside, leaving him hollow under the thin, brittle mask of "Captain Barnacles." This felt worse than when he’d even contemplated a relationship with someone. 

He wasn’t fit to be with anyone. Too much of the Octonauts captain to be with a citizen or other Octonaut, too much of a danger to be with anyone other than another bear or some other physically powerful shifter, too inexperienced to do any of this with care. All he’d done was foolishly cause unnecessary pain.

Even his usual solace--driving the Octopod in the wheelhouse--just reminded him of that moment of bliss and his own stupidity that had torn it away. He couldn’t bear to enter the wheelhouse or touch the repaired wheel.

One of the HQ lifts hissed open and Barnacles startled out of his abyssal ruminations. He experienced a moment of panic--what if it was Peso? What would he say?--and then relaxed when an orange figure somersaulted into the middle of the HQ. Of course Kwazii would arrive first. 

“Ahoy there, Captain,” Kwazii greeted jauntily as he landed, his eye bright and tail swinging playfully. He wore his wetsuit and collar, and swaggered into place next to Barnacles as though he hadn’t been rudely awakened from his night’s sleep. His grin faded, though, as he looked up at Barnacles. “Oi, mate, you look a mite piquey. You feeling all right?”

Barnacles straightened. “Yes, of course. Sorry for waking you.”

“Not a problem. This ship’s always ready to raise sail.” Kwazii’s gaze lit on Shellington and he waved. “Ahoy, Shellington. You find us a late night mission?”

“Ah, I’m afraid so, Kwazii. My whale watching got a bit more exciting than I’d bargained for.”

Dashi wandered in as he spoke, stifling a yawn behind the fist wrapped around her phone. “Bargaining?” she asked sleepily, leaning her hip next to Shellington’s console. “Were you shopping?”

“Shopping for adventure, innit?” Kwazii said, sauntering over to join them. “There’s a sale on.” He chuckled. “Get it?”

“Oh, Kwazii, no one’s had enough sleep for that,” Dashi groaned. She looked at Barnacles and opened her mouth, probably to complain, and then froze. Barnacles held her gaze for a moment, vaguely curious as her expression shifted from annoyance to worry, and then dropped it to stare dully up at the main screen. “Kwazii,” she said softly, “can I talk to you for a moment?”

Tweak nearly vibrated into the HQ, an energy drink still in hand and her ears twitching. She had probably still been awake and slaughtering other players in one of her games when Barnacles sounded the alert. 

Inkling hove in on his chair, coiled into a sleepy pink blob.

Tunip scurried in and immediately started the hot cocoa machine. Barnacles nodded his approval--if anything was going to get them through that night, it was a strong hot chocolate. 

Peso entered last, hugging his bag, his head bowed and shoulders slumped. He moved to one side, away from the others, and drooped against a wall, just a dark figure against the darker sea. 

Barnacles stared at him, his chest tight. Everything felt dull and distant with weariness except the sharp sting of his own guilt and regret. Peso had become a quiet, faded shadow of himself. How could Barnacles have done this to him…?

“Ah, Captain?”

Barnacles jumped at the sudden voice piping in his ear, lost his balance, and tripped on one of the HQ chairs. He would have stumbled if Kwazii hadn’t caught his arm in a surprisingly strong grip. Grunting from the weight, Kwazii held Barnacles steady until he’d gotten his boots back under him. 

“Yes?” Barnacles grated, pulling his arm free and tugging on the bottom of his jacket.

Kwazii edged closer, his voice lowering. “Captain, it’s just that you’ve been standing here without saying anything…”

“I have?” Barnacles scanned the HQ and found several worried pairs of eyes and one lowered head of black and white hair. “Ah, yes, right. Octonauts,” he began, “Shellington spotted a potentially dangerous problem. It appears that something has lodged in the blowhole of a blue whale. Play the videos on the main screen, please, Shellington.” Once they had played and the other Octonauts were murmuring their dismay, Barnacles continued, “We need to find that whale and determine if they need our help. We’ll start at the location of Shellington’s cameras and fan out. Hmm.” He eyed his crew, trying to figure out the best way to deploy them. “Kwazii, you’ll cover the most ground in the Gup B.”

“Ye- _ ow _ .”

“Shellington, take the Gup C.” 

“Yes, Captain.”

“Tweak, the Gup D.”

“You got it, Cap!”

“And, ah… Pe--” Barnacles stuttered. “Th-that whale may need medical attention.”

Peso nodded silently.

Barnacles tore his gaze away and cleared his throat. “I’ll take the Gup A. Dashi, if you ride with me can you analyze Shellington’s video to see if you can find out what it sucked in? Give us an idea of what we’re dealing with?”

“I’ll see what I can do, Captain.”

Barnacles turned away from his crew and stared up at the screen and the frozen image of that pale object flickering over the whale--almost more of a glitch in the picture than anything real. If the whale hadn’t reacted so strongly, Barnacles wouldn’t have believed his eyes.

“Captain?” Kwazii murmured, rubbing his arm.

“Mm?”

“You seem a little… under the weather. Would you like to sit this one out?”

“What?” Barnacles blinked in surprise and his dry eyelids almost stuck together. “I’m fine. There’s a whale to find and rescue.”

“Aye.” Kwazii nodded slowly. “Indeed there is. And there’re some excellent,  _ well-rested _ Octonauts to find and rescue it. I may not be the most cautious, but even I know when it’s time to weigh anchor and weather a storm.”

“I don’t know what that means, Kwazii,” Barnacles grumbled, not appreciating the implication. “I can do the mission.”

“I know you can.” Kwazii squeezed his bicep reassuringly, and flashed his canines in a smile. “But you don’t have to.”

The possibility of giving up the weight of his responsibilities made Barnacles sag. Could he? Could he just… rest?

No. Never. The other Octonauts needed their captain.

“I do,” he sighed. “I do have to.”

“Tch. You have a first mate for a reason.” Kwazii abruptly stepped back. “Thank you for the chance to run a mission on me own, Captain,” he said loudly.

“What?” Barnacles found himself blinking again, terribly confused.

Kwazii cleared his throat and winked. “I won’t let you down,” he added.

Realization hit Barnacles like a wave and he nearly staggered in relief. Kwazii was offering to take on the mission, and making it sound like Barnacles’ idea. 

Guilt immediately followed the relief. He shouldn't be so happy to give up that responsibility. He was supposed to lead the Octonauts no matter what. He was supposed to be limitlessly strong and capable, not weak and handicapped by exhaustion and self doubt. 

But, if he objected, he would essentially be accusing Kwazii of lying. 

"Yes, of course, Kwazii," he managed faintly. "I have complete confidence in you.”

“Thanks, Captain!” Kwazii spun to face the HQ.

“Wait!” Barnacles blurted, struck by a thought.

Kwazii looked back, frowning worriedly.

“My compass.” Barnacles unclipped it from his belt and held it out.

Kwazii’s frown cleared and he grinned again. “Aye, mate.”

When Kwazii moved to take it, Barnacles caught his wrist. Kwazii's green eye widened and the tendons under Barnacles' fingers tensed, but he didn't try to pull away as Barnacles leaned in. Barnacles pressed the captain's compass into Kwazii's palm and said, "Stay safe and keep me updated on the situation. I’ll come as soon as you need me.”

Kwazii huffed a short, sharp breath and his ears swiveled back in a sign of displeasure. Barnacles barely had a chance to register the reaction when Kwazii once again shone his bright smile. He accepted the compass, his claws tickling Barnacles' palm, and then he stepped back. "Thank you, Captain."

He spun toward the other Octonauts again, most of them equipped with hot cocoa and determination, planted his fists on his hips, and thrust out his lean chest. "Octonauts," he belted out, "let’s do this!”

**

"How did a gull get in Bjorn's blowhole?" Barnacles overheard Dashi wonder some time later as he perched on the edge of his chair, listening in on the gups' frequencies.

"How strange," Shellington said. "Birds don't usually fly at night, much less so close to the water that they'd get sucked in."

_ A gull in a blowhole, _ Barnacles thought gloomily,  _ now I've heard everything.  _

"We'll figure it out later, mates," Kwazii chided. "Bjorn doesn't have much time left. Peso, ready for an extraction?"

"I've never performed a gull-ectomy before," Peso replied worriedly. "But I'll do my best."

Barnacles sighed and toyed with the scar across his nose. That timid voice demanded that he say something reassuring, something that would elevate and encourage the speaker. But when he opened his mouth, he could only see Peso's pale and stricken face in his mind's eye. He couldn't bring himself to say anything. 

"If anyone can do it, it's you, Peso," Kwazii said warmly. “And we’re here to help.”

The Octonauts continued to chatter as they worked, keeping each other informed of their movements and the status of Bjorn the Blue Whale, Kwazii giving the occasional order. 

“Bring the Gup C in and lower Peso onto Bjorn’s back--”

“The gull is still alive!”

“Bjorn’s getting desperate. Hurry, Peso, he’s going to start rolling soon! Getting caught in a blue whale’s roll can be deadly.”

“The crab claspers aren’t narrow enough. Kwazii, what do you think we should do?”

“Tweak, each gup’s equipped with pliers, innit?”

“Pliers? Kwazii, I don’t know, they’re not quite medical equipment--”

“We’ll try it, anyway. Just don’t drop them, Peso.”

“Ah, the gull’s leg is stuck, I might have to dislocate it.”

“Shiver me whiskers, remind me to never get on your bad side.”

“It’s out! Peso, grab onto the line and we’ll pull you in.”

“I can’t! My foot is trapped!”

“Peso! Bjorn’s headed right for that sea chasm!”

Silence reigned over the radio for a few minutes and Barnacles’ claws dug into the arms of his chair. He shook from the need to race to the Gup A and swoop in to rescue his team.

“ _ Ye-ow! _ ” Kwazii abruptly yowled, cutting through the silence. Barnacles leapt out of his chair, heart hammering. He was halfway to the lift down to the Launch Bay when Kwazii continued, “What an amazing rescue, Octonauts! You did it.”

“ _ We _ did it,” Dashi corrected. 

The others called their congratulations to each other and Barnacles slowly sank into his chair. Pride struggled with loss in his breast. His crew had managed without him. They had grown so much, becoming a crew of the best Octonauts he’d ever had the honour to work with. But… did they need him anymore? 

He sipped his tepid cocoa and struggled to force it down. Even his favourite drink tasted like grit.

After a few spasmic swallows, he leaned forward, cleared his throat, and toggled his mic with a trembling hand. “Well done, Octonauts,” he said, somehow managing to keep his voice steady. “And well done, Kwazii. Fantastic mission.”

“Thank you, Captain.” Barnacles could hear Kwazii’s toothy grin. “Hey, Octonauts, who wants to race back to the Octopod?”

“No one,” Dashi and Tweak chorused.

“I have a patient on board,” Peso added. 

“Your loss, mateys! Ha-hah!”

Barnacles dragged himself down to the Launch Bay to meet the incoming Octonauts, unable to resist his need to see them all in good health. He sat on a crate, worried at his nose, and didn’t need to wait long before an external signal triggered the Launch Bay door to open. The moon pool rippled and a moment later the Gup B’s orange hull breached the surface and opened. Kwazii somersaulted out of the gup and landed in a crouch on the edge of the pool. He straightened with a chuckle and ruffled his hair, looking like the very description of “swashbuckling.”

“Thank you, Kwazii,” Barnacles said, trusting his voice to carry across the Launch Bay.

Kwazii glanced up and his lip curled in a gentle smile. “Any time, Captain.” He paced around the pool, retrieving Barnacles’ compass from his belt as he approached. “Whenever you need me.”

For a moment, Barnacles’ bleak regret loosened its hold. He stood, accepted his compass, and met Kwazii’s warm gaze, soothed by the depth of affection he found there. How had he earned the friendship Kwazii offered him? While Barnacles held himself away, keeping a professional distance, Kwazii still reached out. Fearlessly kind.

Then the moon pool splashed as the rest of the gups appeared one after the other.

Barnacles winced when his eyes landed on the Gup E. Ah, he wanted desperately to see its pilot, to ensure he was well, but he feared it just as much. 

He struggled with himself, but to no avail. He couldn’t keep his boots from thudding around the pool to the Gup E’s nose. Kwazii snorted behind him, but wandered off to greet the others.

The Gup E had opened, but the cabin appeared empty. Barnacles peered into the rear compartment and spotted a dark figure moving around. He surged with excitement at seeing him, and then immediately felt a flash of terror. What was he  _ doing _ ? 

He backed away a step and froze when Peso appeared, carefully carrying a low-walled patient caddy in his arms. Peso stopped in the cabin and his dark eyes widened. 

They stared at each other.

Barnacles, with no better ideas, stepped closer. He pitched his voice low, hoping to hide his anxiousness. “Peso, can I help you carry anything?”

“N-no,” Peso whispered. “Thank you, Captain. I’ll be all right. I need to get this gull to the medbay and set her leg. I…” He paled, his face turning ashen. “I had to break it.” 

Barnacles winced again, and it had nothing to do with his own feelings. Peso was a healer; hurting another living creature, even to save it, would have gone against his creed. “That must have been extremely difficult,” he murmured sympathetically. “How are they now?”

“Anaesthetized. But not for long.” Peso’s narrow shoulders straightened. He stepped quickly, nimbly off the gup’s nose to the edge of the pool. “Excuse me,” he mumbled as he hurried past Barnacles.

Barnacles had a heartbeat to examine Peso in close proximity, closer than they’d been since the Omura whale mission. He drank in the angles of his face, the curve of his cheek and jaw, the familiar feathery locks of hair, the line of his throat, the dip in the small of his back where Barnacles’ hand had fit so perfectly. But had Peso been shaking when they were last together? He clutched the caddy, his patient sleeping on a white pad in the bottom, so tightly that his knuckles blanched. His lips were trembling. 

Then he was gone, the glimpse cut short, leaving Barnacles with nothing but a scrap of the once familiar scent of Peso’s hair and skin, fading quickly on the breeze of his passage.

He stared after Peso’s dark form as he disappeared into the lift to the upper levels, his thoughts circling once again.  _ I made a mistake. A terrible mistake. I hurt us both… _

When he turned, he found Dashi and Kwazii standing close together, looking at him. Dashi was frowning as she said something to Kwazii, but she cut off when she noticed Barnacles’ attention. Kwazii nodded once, said something to her, and then trotted to join Barnacles. 

“Captain, all’s well down here. Bit late to loiter in the Launch Bay, innit?”

“Indeed,” Barnacles agreed wearily. “Though…” He glanced at the Gup E. “I think Peso forgot his bag. I’ll bring it up to him.” It was the least he could do after all the trouble he’d caused, and holding something Peso regularly held could help him feel close again…

“And then to your cot, aye?” Kwazii’s eye squinted in concern. 

“Yes, to my bed.”

He didn’t know if he should be irritated or touched by Kwazii’s concern. He might have just been too tired to care.

When he set Peso’s bag gently outside the medbay door, he thought about checking on him. This must have been a difficult mission for him. Then he shook his head--Barnacles wouldn’t be able to offer any comfort. Kwazii would likely stop by, anyway. He was a much better partner. He might have his own quirks, but at least he knew how to be with someone without hurting them.

He continued to his own globe. 

There he lay on his bed without removing his uniform and watched the black, night seas swirl. The specks and blips matched his own discordant thoughts and feelings until morning brightened the water.

**

Kwazii adjusted his ear muffs, grimacing as the wail of an abused accordion cut through the thick layers of cotton and fluff. 

“You’ll have a room right next to the captain,” he muttered sarcastically. “Can’t get a better spot, aye? So much  _ prestige _ .” Another moaning accordion chord made him growl and hide his head under a pillow.

Didn’t the man ever sleep? He’d been awake with the rest of them through the late night rescue of Bjorn the Blue Whale--by all rights he should have passed out like the rest of them, too. Instead, at the crack of dawn, he’d begun torturing his accordion for information.

Which meant Kwazii was  _ also  _ awake at the crack of dawn.

Was this part of the illness Dashi had mentioned? She’d told Kwazii, with a little frown furrowing her brows, that the captain seemed unwell. She’d been picking up on something, a scent that only her keen nose could detect. Kwazii had seen some of it himself in Barnacles' ever more frequent vacant stares over the past days, his lethargy, and his willingness to sit out a mission.

Maybe he was touched in the head.

Kwazii squeezed the pillow against his ears. If this went on any longer,  _ he _ would suffer a mental break.

After a particularly loud and sustained bellow, Kwazii snarled, "That's it!", and leapt out of bed. He stalked to the door, crossed the adjoining chamber, and pounded on Barnacles' door.

And pounded.

And pounded.

Finally, the accordion cut off and the door hissed open, revealing Barnacles, still in uniform, accordion in one large hand. Other than a slight disarray in his short white hair and a redness to his blue eyes, he looked completely normal. 

"Kwazii," he said, his voice deep and gravelly, "is something wrong? Are you all right?"

Despite his annoyance, Kwazii shivered at Barnacles’ smoky morning voice. Sometimes listening to him was the auditory equivalent of a firm stroke down the spine. 

He gave his head a little shake, ears flattening and tail lashing.  _ Now's not the time! _

“Captain,” he started through gritted teeth, “do you know what time it is?”

“Yes, sure.” Barnacles twisted to peer into his room. “It’s seven twenty-six. Did your clock break?”

“And do you know what time we went to bed?”

“Er.” Blinking, Barnacles seemed to consider the question. He seemed genuinely confused. “Well, I didn’t--I mean. I returned to my room around five thirty. How about you?”

“Aye, about then, Captain. Less than two hours ago. So why’m I over here instead of in me own bed?”

“I don’t--” Barnacles gestured with his accordion and froze, his eyes widening. “Oh.”

Kwazii glared, arms crossing.

“Oh, I’m terribly sorry, Kwazii. Seven is usually when everyone is up, and I just... “ He trailed off and sighed, his strong shoulders sagging, his free hand covering his eyes and nose. “I didn’t mean to disturb you.” He turned away from the door.

Kwazii slipped inside before Barnacles could shut the door, his irritation fading into concern. This wasn’t like his captain. Barnacles never forgot, never overlooked, never gave up, and never failed.

“Captain,” he said again. “What’s wrong?”

Barnacles whirled around, expression slack with surprise before it smoothed into his usual calm mask. “Nothing’s wrong. Go and get some rest. I won’t play anymore.” He moved to his desk and set the old accordion in its place. When he turned, he straightened into his confident, perfect posture. 

“You’re not well,” Kwazii insisted, pitching his voice lower, though no one would overhear them there. “You’re not yourself. Dashi noticed, too. I’m your first mate… If there’s something going on, you can tell me.”

With a chuckle, Barnacles shook his head. “I’m fine, but I appreciate the concern. And you did very well on the mission last night. I know I can count on you. You deserve a morning off, Kwazii.” He gestured at the open door, an eyebrow quirking and clearly telling Kwazii to get out.

Kwazii worked his jaw, tempted to just leave it. But he wouldn’t be much of a first mate if he let his captain sink, with or without his ship. “Aye,” he agreed, “and so do you. When was the last time you slept?”

Barnacles snorted. “I’m not sure that’s your concern.”

“It  _ is _ me concern.” Kwazii pressed his lips together, considering his captain, and decided that it was time to show some fang. “It’s me responsibility to care for this crew, and an impaired captain’ll put them in danger, will put our whole mission in danger.”

For the first time in years, Kwazii began to see anger gathering in Barnacles’ expression. His blue, bloodshot eyes narrowed, his white brows pulled together, his jaw flexed and the tendons stood out against the sides of his neck. He swallowed visibly and folded his strong arms. 

A lesser man would have backed off, but Kwazii stood firm, thumbs hooked in his waistband, posture relaxed.

Barnacles breathed out slowly. “I don’t believe you are entirely familiar with your responsibilities according to the regulations.”

Kwazii’s brows jumped and he barked a sharp laugh. “Regulations?” he repeated. “That’s your warning shot? I know the only regulations that matter. Explore, rescue, and protect.” He lifted three fingers as he spoke, flexing his knuckles so his claws shone in the morning light. 

“That’s the Octonauts motto,” Barnacles growled. “It’s on the cover of the book.” 

“Good thing, too. Best to put the important bits where you can see them."

"Have you bothered to read the  _ rest _ of the book?"

Kwazii shrugged elegantly. "I'm not here to talk about meself, Captain. What's going on?"

"Nothing!"

"Is it the situation with Peso?" Kwazii persisted, advancing, gesturing toward the rest of the Octopod. "Did something happen? Talk to me."

Barnacles stiffened, seeming to grow larger, as Kwazii invaded his space. "I told you, nothing is wrong. Now, please leave." His frown deepened. "Or is this a repeat of when you first joined us?"

Startled by the question, Kwazii blinked and took stock of himself. Ah. Here he was, in the captain's quarters, wearing nothing but his loose, soft sleeping trousers, close enough to touch the captain's perfect uniform.

Again.

He fisted his hands at his sides to keep them from getting any ideas. The attempt to force the captain to notice him hadn't worked those years ago; he didn't expect it would work now.

"I'm doing me duty as your crewmate, and as your friend," Kwazii countered, hating the low yowl behind his own words and the old pain of refusal. He shouldn't still feel that sting. He shouldn't still want something he couldn't have.

But then, pirates lived their lives taking what wasn't theirs. 

He flicked an ear, trying to flick the thought out of his head. He'd followed that map before, and it led to an icy dead end.

"Do you think of me as a friend?" Barnacles asked with a sudden, somber switch to his tone, his expression troubled and weary. "Can there be friendship after… that?" As quickly as it had come, the grave tone vanished, replaced by ice. "Or it must not have troubled you, when it was just the same game you play with everyone?"

Kwazii's claws dug into his own palms at the vicious accusation. "It was never a game," he hissed. Then, realizing what he'd just admitted, he forced himself to relax, ruffled his own hair, tugged on an ear, took a deep breath. Something was off with the captain, he wasn’t himself. Kwazii wouldn’t let this devolve into a fight. "It doesn't matter anymore," he muttered. "That was a long time ago. I've accepted my place. I'm your first mate and I always will be. Lean on me. No matter what, I'll be here when you need me."

The frozen rigidity of Barnacles' frown softened, revealing a pained helplessness. He opened his mouth, but only a sigh escaped. He shook his head. "I… can't."

Kwazii breathed out through his nose and prayed for patience. "Aye, well, you're the strongest, bravest, kindest, and smartest man I know, but sometimes you're stupid. With all due respect." Kwazii jutted his chin at the glowing sapphire waters beyond the glass dome. "The ocean relies on you, Caplain.  _ We  _ rely on you. You don't want to talk to me? Fine. But whatever's eating at you, you need to deal with it and get some sleep. We need our bloody Captain Barnacles back!" He shook himself, realizing his hackles were up. This was going nowhere. "I'm going to ask Peso for a sleeping aid."

"No!" Barnacles grabbed his arm before he could step away. 

Kwazii looked up at him, wide-eyed with surprise. He must have been more on edge than he'd thought, because his heart was racing and his arm lit up under Barnacles' palm. 

"Don't bother him," Barnacles added, slowly releasing his grip. "Please."

"Fine, but I'm not leaving until you're asleep." 

"Kwazii--"

"It's me or Peso, mate. You kick me out and I'll go get him."

By all rights, Barnacles should have said something along the lines of, "Please do, Kwazii, I'll sleep much better with my sexy penguin plushy held lovingly in my big, strong polar bear arms," but he only shook his head, stared off to the side at his shelf of naval academy memorabilia, and then nodded. "All right," he rasped. "You can stay."

_ Shiver me whiskers, what the deuce happened between those two?! _

Kwazii almost asked, but, knowing he'd already achieved a major victory, he just said, "Thank you, Captain." Then he flashed a grin, "You know, cats have an ancient and powerful healing technique of their own. I think it might help, since you're going to turn down modern medicine…"

"Kwazii…"

"I promise I won't lay a paw on you." Kwazii held up his hands and wiggled his fingers. 

Still eyeing him suspiciously, Barnacles moved to his bed. He lay stiffly on his back, hands folded on his stomach, looking for all the world like a corpse laying itself out for a public viewing. 

Kwazii followed and sat on the edge and wiggled backward until he was flush against Barnacles' waist.

"Kwazii," Barnacles murmured warningly.

"Me or Peso," Kwazii reminded him. He awkwardly fit himself on the narrow strip of bed, squirming to get comfortable and press as much of his back against Barnacles’ warm bulk as possible. Then, a bit precarious but probably not about to fall off, he forced himself to relax. His hands clenched and released against the mattress, his eyes fell half-closed, he focused on the heat that emanated from the man behind him. His chest loosened.

His purr rattled to life.

"Ah," Barnacles uttered, jerking away. 

Kwazii purred harder and followed, maintaining the contact between them. The extra space was a nice surprise. 

After several seconds, the stiff line of Barnacles' arm relaxed. After several more, the sound of Barnacles' breaths became deep and even, and after more, Kwazii relaxed a little  _ too _ much…

He woke up sometime later, startled to find himself sprawled comfortably over something hot and, uh, Captain-shaped. 

His head jerked up off Barnacles' chest and he glanced up, sure he would find an icy glare aimed at him. Instead, Barnacles slept on, his face slack, his mouth partially open, soft snores escaping. 

He carefully extricated himself, warmed to find that Barnacles had loosened up at some point and Kwazii had ended up in the crook of his arm. 

Once he'd gotten to his feet, Kwazii hugged himself against the chill and gave himself a moment to gaze fondly down at the huge, strangely vulnerable man. Hopefully some sleep would help him shake whatever ailed him. If not, Kwazii would be there again. 

He reached down and carefully opened Barnacles' top button, which always looked far too uncomfortable, murmured, "Sweet dreams, Captain," and padded back to his room.

**Notes for the Chapter:**

> Hey, you. Yeah, you. The one reading. Do you wish you could ramble to other people about Octonauts and Octonauts-related fanwork with like-minded individuals? Have ideas of your own but no one to support your Octonauts/Pacific Rim crossover? Come join our Discord server! Well, I say “our” Discord server, but really it’s Squiji’s--I just loiter there. Leave a comment if you’re interested and I’ll flip you the link.


	13. The Octonauts and the Second Date -- Part One

**Summary for the Chapter:**

> The second date at last. Because of course Peso would be involved in the dangerous, underground world of… Competitive Bandaging.
> 
> **Chapter edited Jan, 2021, and a new Chapter 12 added**

**Notes for the Chapter:**

> Music:  
> Carys - Some of You  
> OMFG - Ice Cream  
> Unlike Pluto - Soft Spoken
> 
> My cat was my co-pilot on this Kwazii-centric chapter. Thanks, Mortimer. :3
> 
> Casting Call: I need some details, so if you have ideas for any of the following, drop it in the comments:  
> \-- Kwazii talks about cryptids all the time. Any ideas for some fun marine cryptids?  
> \-- Any favourite animals out there? Let me know and I’ll throw them in.  
> \-- Where should they pop up? I entertain myself by having them appear randomly around the globe with no rhyme or logic. Because I’m easily amused XD  
> \-- What random projects should Tweak be working on? Or what game should she be playing?
> 
> Warnings: Peso angsting, snogging, rampant and unnecessary world building (seriously, why is there a town? idk!), ice cream, almost getting arrested.
> 
> Aaaaaand, what’s the only thing better than an Octonauts shifter AU shipping Peso and Kwazii and/or Barnacles? TWO Octonauts shifter AUs! But the second one has pirates XD If you’re enjoying But I’m a Penguin, check out Squiji’s Soliloquy of the Sea for some more action.

The Octonauts and the Second Date - Part One

“Giant isopods are a lot of things, Kwazii,” Shellington remarked as they approached the Octopod’s launch doors. 

Kwazii rolled his eye and concentrated on piloting the Gup A. When Shellington didn’t continue, he finally sighed and prompted, “Aye?”

“They’re crustaceans. They’re carnivores and scavengers. They’re quattuordecopods.” Shellington paused dramatically. “But they are _not_ the Crawling Hard-shelled Horror.”

“I’m aware, Shellington.” Kwazii slowed and maneuvered the gup into the Launch Bay.

“Dennis the Giant Isopod was very friendly, actually.” When the gup stopped moving, Shellington unbuckled himself and hopped to the floor. His spade-shaped nose wrinkled as he smiled. “I learned quite a bit about life on the seafloor. How about you?”

“Oh, aye, quite a bit.” Kwazii switched off the gup, opened the front, and stood. He arched backward to stretch out his spine and let his tail lash a few times to get the kinks out. “Dennis might not be the Crawling Horror, but that doesn’t mean there is no Crawling Horror, innit? I’ll find it one day.”

“And see the entire ocean in the process.” Shellington shrugged his side bag onto his shoulder. “Thank you for taking me to the midnight zone, Kwazii. I have to admit, I was a little nervous about going alone.”

“Any time, mate.” Kwazii nudged Shellington’s furry arm. “You want to see new creatures, explore new places? I’m the cat for you.”

“And now to transcribe my notes!” Shellington nearly vibrated on his paws, apparently overwhelmed by the prospect.

“Er, right.” Kwazii pulled away uneasily, briefly worried that he might get hauled into that exceedingly scholarly part of Shellington’s adventure. “Whatever floats your dinghy, mate.”

To his relief, Shellington just scrambled out of the gup and scurried toward the ladder, shouting a quick, “G’bye for now!” over his shoulder.

Still shaking his head, Kwazii took a few minutes to tidy the gup: coiling and storing the ropes, hanging up the crab claspers, stowing the first aid, and wringing out the sponges. When he’d finished, he shook back his loose hair, propped a hand on his hip, and let his gaze float around the gup, remembering the day weeks earlier when he’d had Peso to himself in there. 

The date had certainly not gone as planned, but… the ending couldn't have been any better. Thinking about that day left Kwazii with chills from both fear and excitement in equal measure. 

But since that day… nothing. Kwazii hadn't been able to get him alone.

Well. 

A pirate _made_ his opportunities. A pirate didn't wait for them to happen. Shellington’s mission had ended earlier than expected, leaving Kwazii with a smidgeon of free time.

So thinking, Kwazii returned to his globe and stripped out of his damp wetsuit. He considered his closet as his fur dried, wondering what he should wear to best impress his little penguin paramour. What would Peso be doing then, in the late afternoon? Not tending anyone; they hadn't found any citizens in need of medical attention the past few days. Probably paperwork or reading.

"Hmm," Kwazii purred, an idea formulating. Paperwork and cats went together like pirates and sea shanties.

He slid off the last of his clothing, leaving only his blue collar, and paced toward his door. With each step, he shrank and condensed, until he was a small, lithe figure jumping down the tube.

**

Peso heard the medbay door open, but when he swiveled his chair to welcome whoever had arrived, he found only the empty doorway. "Oh," he huffed nervously. Maybe someone had triggered it accidentally when walking by?

He turned back around and blinked in surprise to see a large orange tabby cat sitting on his desk. 

"Ah," he stammered, his nervousness returning, followed by a churning storm of emotions. "Kwazii. Hello." 

Kwazii's emerald gaze rested on the far side of the medbay and he didn't respond to Peso's greeting. He just sat, tail wrapped around his paws, his butt squarely on the package of papers Peso’d been reading.

"Kwazii?" Peso prompted again, having difficulty forcing the word past a constriction in his throat. _Is he angry?_ he wondered, his stomach dropping. He didn't think he could handle another rejection, only days after Barnacles told him it was over. 

Though, if he was honest with himself… _he_ was the one who should put a stop to the whole thing. The pain of Barnacles' rebuff had somehow become physical: an awful, twisting agony in his chest and inability to breathe, as though he'd been drowning. He'd catalogued every physical symptom even as he'd suffered them; the steady inner voice giving him the strength to stay on his feet. 

  * Cardiac distress
  * Sweating
  * Muscle weakness
  * Dry mouth 
  * Hyperventilation 
  * Shaking
  * Numbness in hands and feet
  * Nausea



Those symptoms reappeared whenever he saw Barnacles, heard his voice, or knew he would have to see him. Peso had taken to eating alone and spending most of his time in the medbay. 

They hadn't even been a mated pair! Peso didn't understand why it hurt so much when they'd barely begun courting. Perhaps because he'd admired Barnacles since first meeting the man, thinking that he'd come up short in Barnacles' eyes made him shrivel with despair.

Looking at Kwazii, that despair sharpened. If Kwazii decided he wasn't worth the trouble, would he survive? He'd been afraid of this happening from the very beginning; he cared too deeply about them both. 

Kwazii finally glanced at him and tilted his head the barest fraction in Peso's direction. His ragged ear twitched. He cleared his throat delicately. 

Feline body language was not Peso's specialty. He tried to frame Kwazii's bizarre behaviour in terms of his common form. If Kwazii had sauntered in and sat on Peso's desk and glanced at him significantly, that would mean...

_Does he want…?_ Peso lifted a shaky hand, one finger extended. He froze with indecision; he shouldn't let this go on. He couldn't stand the heaving waves of emotion, from the crests of exhilaration to the black troughs of despair.

Kwazii's head tilted a few degrees more and he shifted on his cream paws.

Unable to resist, Peso gingerly petted the soft fur on the top of Kwazii's head. 

Kwazii abruptly stood, making Peso startle back. "About time," he complained cheerfully. "When a cat sits on your business, you should pay attention, mate."

"Th-there are easier ways to get my attention,” Peso stammered, still trying to get his heart rate under control.

Kwazii turned a small circle. He found Peso's hand, still hovering, and rose up on his hind paws to rub his face against the fingers. Despite his surprise, Peso's hand automatically responded; his thumb stroked around Kwazii's ear and his fingers skritched under his narrow, white-furred jaw, just above his collar.

"Aye, but this way I'm naked."

A little laugh eased Peso's aching chest. He shook his head, endlessly surprised by Kwazii's ability to just… make him feel better.

"I can't argue with that," he murmured. He let his other hand get involved, cupping Kwazii's head in his palms and then smoothing down the length of his striped orange body, enjoying the feel of the dense fur and then the slide of his sleek, ringed tail.

Kwazii's purr sputtered to life. His back arched under Peso's touch and his eyes blinked slowly. He stepped down from the desk to Peso's lap, forcing him to lean back and make space. There he continued to turn in slow circles, chasing Peso's hands with his head, butting at them until they went where he wanted them to go. 

Peso couldn't fight the smile that broke through his gloom, though it was more bittersweet than truly happy. The harder he fell for Kwazii, the worse it would feel when he hit the bottom.

Kwazii's purr grew louder. He stretched up the length of Peso's torso to rub his head on the underside of Peso's chin and, when Peso obliged him by leaning further back, settled into a comfortable sphinx-like pose. His front paws kneaded Peso's collarbones and his ribs and soft tummy radiated warmth that sank into Peso's chest, further loosening the knot of guilt and grief that had lodged beneath his breastbone. 

"Thank you, Kwazii," he whispered thickly, smoothing the white whiskers that twitched above Kwazii's brows.

Kwazii blinked slowly and rested his chin on Peso's shoulder.

For several minutes, Peso sat and stroked Kwazii from his small, triangular nose to his tail, following the subtle bumps of his spine. He watched the grey-blue sea shift outside his window, full of darting fish and cloudy swirls of plankton.

When he could breathe again without that suspicious constriction, Peso wondered, "So why did you want my attention? Is something wrong?" He dug in gently, practically palpating Kwazii's sleek body to determine if there were any lingering injuries. 

"You owe me a second date, me little bird." Kwazii snuggled in. "If you don't come to me, I'll come to you."

"Kwazii…" Peso's hands stilled. "I…" He wanted to say that he didn't think he could do this anymore, that he was terrified of what this was doing to him. After just a few weeks, he felt sick from these chaotic emotions. But, with Kwazii's vibrations sinking through him, he almost thought that, maybe, his time with Kwazii could be right. It might still work. "I'm sorry," he amended. "I did not mean to avoid you." It had been inadvertent in his attempts to avoid Barnacles. And also he had been avoiding Kwazii. A little. 

"You can get away with a lot if you keep petting me, mate." Kwazii nuzzled his chin again, his eyes just green and black slits. "So when's our date?"

Peso resumed stroking as he considered the question. He had to show Kwazii something about himself that he didn't already know, but what? He wasn't ready to reveal his awkward natural form. He didn't think Kwazii was very interested in music or lectures on medical theory.

His gaze tracked around the medbay, looking for inspiration. He'd been practically living in that room for the past six months; there had to be something about himself that could inspire him. 

He finally looked down, past Kwazii, at the package of information that he'd received from the Association of Antarctic Medical and Health Professionals.

He hummed to himself and tugged absently on Kwazii's ears. "Okay," he said. "I'll check our schedules and let you know when we have a day off together. And then… I will need your help with something."

"Sounds exciting," Kwazii purred. "A working date."

Peso chuckled. "You won't have to do much work," he assured him. "I promise. I just need your body." He went hot as soon as the words popped out of his mouth. "I mean, ah…"

Kwazii's claws dug in, prickling Peso's collarbone. "It's all yours, me little bird," he said, low and throaty. He finally stood, stretched, and turned a languorous circle on Peso's chest, rubbing the length of his back and tail against Peso's chin and throat. Then he dropped to the floor. "I'll let you get back to work. And, ah, sorry about the fur." Snickering to himself, he sauntered out, his tail jauntily erect, the tip flicking back and forth with each step.

"Fur…?" Peso looked down and just about choked at the layer of orange and pale cream fur that coated his black jacket and trousers. "K-Kwazii!"

**

Peso dithered at the bottom of the tube to Kwazii's globe, hugging his medical bag. He still wasn't sure that inviting Kwazii out was such a great idea. It had been several days since Kwazii visited the medbay and convinced Peso that he should continue on this path, and whatever hopefulness that Kwazii had imbued in him had faded. Peso had returned to his previous anxious state. Every time he went on a mission with either Barnacles or Kwazii, his misery reared up and he questioned everything from his place on the team to his misplaced attraction. 

What was he doing…?

_You can do this_ , he encouraged himself, as though facing a dark cave or a new and frightening adventure. _You might get hurt again, but… Kwazii is worth it. You would not hesitate to put yourself in danger to help him. Is it any different to put yourself in danger to_ be _with him?_

He took a deep, steadying breath and stepped in.

Kwazii answered his door a fraction of a second after Peso knocked, grabbed him by the wrist, and yanked him into the room. Before Peso could register what was happening, Kwazii's claws were combing through his hair, a strong hand was splayed in the small of his back, and he was pulled flush against Kwazii's bare chest and stomach.

Kwazii pressed his brow to Peso's until the world narrowed down to one shimmering black pupil, wide and endless as the midnight zone, and the panicked beating of his own heart. Peso's indecision vanished, swamped by sudden, inescapable longing. He dropped his bag and reached up to cup Kwazii's angular face.

"Mmm," Kwazii hummed, rubbing his cheek against Peso's palm. "I've missed having you to meself."

"Me, too," Peso responded automatically, surprising himself. But it was true. He'd missed this. 

Kwazii's embrace tightened. His tail wound around Peso's calf, inciting an eruption of excited goosebumps up and down his leg. He gently kissed Peso's cheeks, the corners of his eyes, his nose, his chin, each press of his lips curved with a hungry smile. 

It was Peso who held his face, pulled him down, and firmly caught those lips with his own. _Ah!_ He was so fond of this shifter practice now, he felt that he could drink Kwazii's kisses and live off them alone.

Kwazii obliged him by parting his lips and letting Peso taste the herbal flavour of his toothpaste. His tongue met Peso's playfully, darting and twisting, the rough barbs tickling and causing more tremors to shiver down his spine. 

Peso melted, his knees weakening and head spinning. Dizzy with a mix of relief and need, he clung to Kwazii's shoulders and let himself be hitched a little higher, held a little tighter. Every gentle scratch against his scalp made him hum in appreciation, the strong pressure in the curve of his spine made him heat up almost unbearably. 

The backs of his thighs hit something hard and he only then realized that Kwazii had reeled him in and backed him against his heavy desk. He sank down on the edge, grateful for the support. Something dug into his shoulder-- _Is that a sextant?_ \--until Kwazii batted it away and it bounced across the floor. Kwazii's weight settled against his hips and his lips finally broke away. He ducked his head to mouth at Peso's jaw and neck above the collar, his breath cool against the heated skin.

"Ah, Kwazii," Peso stammered breathlessly. He wove his fingers into Kwazii's streaked hair and stroked his silky, ragged ears--something else he would never get tired of! "Uh, um, I was going to take you out." He had some half-formed idea of a plan struggling to make itself known in the haze of his mind.

"We don't have to go anywhere," Kwazii murmured, a little muffled by the button in his mouth. He tugged on Peso's jacket, flashing a smirk up at Peso's flushed face. "I can learn all about you right here." The jacket gave way and Kwazii's hands smoothed up Peso's waist and ribs. "I've been dreaming of spreading you out like one of me maps…"

Peso squirmed, shuddering when Kwazii found the sensitive region under his arms. Did he _know_ what this did to him?! "I just…" He squeaked when those claws reappeared, scratching long, scalding lines from his shoulders to his hips. "I don't think we'll do much talking?" he babbled in a hysterical rush.

"Speak for yourself…" Kwazii's rough voice rasped along the edge of Peso's ear. "I'm mighty vocal."

For a moment, Peso let himself puddle on Kwazii's desk, his head back and throat bared to Kwazii's nibbles, tremors working their way through his stomach, his hands grasping helplessly at Kwazii's hair and shoulders. 

When Kwazii's fingers slid through the gap between two buttons, the touch electrified the sensitive skin stretched over his ribs. He jolted and pushed reflexively at Kwazii's chest, briefly terrified that if he didn't stop things right there, he would go too far. Again. "S-stop," he whispered. 

"Mm?" Kwazii murmured, grudgingly planting a palm and leaning back to regard Peso through a dark and heavy-lidded eye. His other hand travelled from Peso's flank, down his hip and the length of his thigh, kneading the tense muscles. 

He was so attractive! Peso’s skin burned from the sight of him wearing nothing but his low trousers and his sharp smile and his proud scars. The blue and silver morning light from beyond the globe rippled over his torso, giving him an ethereal appearance at odds with the hot, firm touch of his fingers on Peso’s knee.

Peso had to swallow heavily to moisten his suddenly dry throat. “Uh, Kwazii, we… we should go.” He could barely force himself to say it when such enticement stood before him. “I need your help.”

Kwazii blinked and Peso could nearly see his mental sails swing about as the winds changed direction. “What do you need, me little bird?” he asked, his voice approaching normal. “Name it, and it’s yours.”

After a few breaths, Peso, too, could feel himself cooling. He nodded at the door. “I’ll show you when we get there.”

“Oh, a mystery. Shiver me whiskers, you _do_ know the way to me heart.” Kwazii stepped back and offered a hand. When Peso accepted it, he pulled Peso up to his feet. For a brief and heart stuttering breath, he held Peso closely again by the hip, but with a restrained, gentle manner at odds with his earlier advances. “But then,” he added softly, his gaze tracking over Peso’s flushed face, “you made it there without a single map to guide you.”

A shiver wracked Peso from head to toe at the intensity of Kwazii’s attention, and no words could work past his shock.

Then Kwazii’s smile returned and he dropped his hands. “Where are we off to, mate?” he asked cheerfully. “Down into the deeps? Up into the sun? Somewhere in the Octopod?” He made a face. “Please don’t say the Octopod.”

Peso laughed and shook his head. “None of the above. I am taking you on land. There’s a town nearby.”

“A town?!” Kwazii bounced on the balls of his feet and strode toward his closet. “Shore leave! So it’ll be my going out clothes, then.”

Kwazii’s “going out clothes,” Peso learned as he tidied the dropped nautical device-- _Maybe it’s an astrolabe?_ \--consisted of the most piratey outfit he could have imagined. From the long brown trousers and knee-high boots to his billowing shirt, long coat, and the ribbon tying back his hair, he looked every inch the part of a pirate. It would have looked like a costume if not for the long scars in the fabric of his coat; the garment had seen some action. 

When he’d finished, Kwazii smirked at Peso, spread his arms, and said, “Ready to swagger into town, mate.”

“You’re always ready to swagger.” Peso pushed away from the desk, medical bag in his arms, and led the way to the tube. “Though I'm not sure the _town_ is ready for your swagger,” he added over his shoulder, warming when Kwazii grinned in reply.

In the Launch Bay, Tweak hunched over a workbench, covered ear-to-toe in a heavy helmet and mask and dark turquoise overalls. Sparks flew from whatever she was doing, and the air stung with the stink of burning metal and ozone. Her usual electronic music, undercut by the loud, hissing crackle of her welder, made Peso wince. Fearing for his cochlear cilia, he edged near her and waved.

She noticed him after a painful minute and her welder snapped off. She leaned back, stretched, and lifted her mask, revealing her bright eyes and slightly sweaty face, turquoise hairs clinging to her brow. “Heading out, Peso?” she asked, shouting to be heard over her music. Her gaze flicked to Kwazii and she snorted. “Your going out clothes, Kwazii? And you didn’t invite me?”

Kwazii shrugged. “I didn’t know, mate. It was Peso’s choice. We’ll have to take _our_ shore leave another time.”

“I’ll hold you to that.” She set aside her welder, stripped off her gauntlets, and pulled a long orange carrot out of her tool belt. As Peso grew increasingly uncomfortable, she took a bite and chewed thoughtfully, her speculative stare moving from him, to Kwazii, and back again. Then she swallowed and grinned. “I’ll get the door open faster’n you can say buncha munchy crunchy carrots.”

Peso nodded his thanks and hurried to the Gup E, Kwazii a step behind. 

Closing the gup came as a relief as it cut off the noise of the Launch Bay and Tweak’s knowing look. Was he that obvious? 

As soon as the console alerted to let him know the doors were open, Peso eased the Gup E backward and submerged. A moment later and they were out in the open ocean. 

Peso drove cautiously, close to the rocky sea floor, vigilant of the sea creatures that they passed. The marine life of the shallow coastal waters of the North Sea weren’t so densely packed as the citizens of tropical seas or reefs, but there were enough for Peso to pay careful attention. He took a moment to watch the long tails of conger eels undulate away, and the flash of silver pollock patrolling their territories, and the waving of seagrass. His eye hunted for any sign of infection or injury in that rippling world.

Beside him, Kwazii groaned. He’d sprawled lower and lower in the passenger seat, his legs extended and arms loosely folded, head hanging back. “You could go a _mite_ faster, aye?” he urged, looking at Peso hopefully. “It’ll be dark by the time we get anywhere.”

Peso shook his head. “If someone needs help, I don’t want to go so fast that I miss it. We’re almost there.”

“Then _I_ can drive and you can look?”

The thought of Kwazii driving his gup sent a flutter of panic through Peso’s gut. He squeezed the steering. “Um, no, that… that’s okay. Just relax. I’ll drive.” 

Kwazii sighed and slouched back again. 

Peso had another few seconds of piloting in peace, and then claws tickled from his knee to his thigh. He swerved in surprise, recovered, and snorted at Kwazii’s warm hand on his leg. “Um, now?”

“Seize the day, mate,” Kwazii smirked. 

Peso shook his head and told himself that he should ask Kwazii to remove his hand, but there was something comforting and exciting about the weight. So he held his silence and drove.

The seafloor rose sharply and then a long pier cut the ocean’s blue and grey surface, a handful of boat hulls clustered along its length. Peso found a clear area and rose.

They breached the surface into grey sunlight. An overcast sky and tall, moss green hills met them. The town tumbled along the shore, a jumble of irregular, multi-coloured shapes and narrow streets. Peso eased the Gup E toward the stone pier and found a free berth between a small, barrel-like boat and a much larger fishing vessel. 

After he and Kwazii stepped out onto the pier, they scrutinized the fishing boat, looking for signs of illegal shifter tools. All they found were bins and buckets, harnesses and ropes, and flotation devices; those items that kept the fishers safe but gave them no advantage over their aquatic prey.

“Seems legit,” Kwazii said, slinging an arm around Peso’s shoulders and nodding at the boat. “No need to call the authorities. Shall we continue our date? I’m dying to see where you’ll take me.”

Peso coloured. “It’s nowhere special,” he demurred. Especially not compared to an exciting adventure hunting for pirate treasure.

“Anywhere with you is special,” Kwazii purred. 

As much as he wanted to lean into Kwazii’s chest, Peso experienced that cringing sense of foreboding--that he was falling too hard and too fast, that he cared too deeply for his feline pirate. So he stepped away and started up the pier toward the town. Kwazii fell into step behind him.

The cool, moist air felt luxurious against Peso’s skin--it seemed that the past months he’d either been in the Octopod’s recycled air, or out in hot weather, or on an exposed, sun drenched island. He took a deep breath and sighed happily. At the head of the pier, he looked around, trying to get his bearings against the map he’d printed out from the town’s tourist site. But when he held up the map and tried to make sense of the tangle of streets, it didn't seem to compare to the ramshackle reality in front of him. The buildings were completely random in size, location, and shape. Round honeycombs huddled against slanting, multi-storey cubes, which in turn loomed over steepled lean-tos, stone walls, and cobbled courtyards. The roofs and eaves were a riot of colours and deep shadows, dazzling Peso’s eyes.

The townspeople were another layer on top of the architecture. They came in just as many shapes and sizes; from scurrying mice to mid-sized shifters to a trio of large horses plodding slowly up one of the wider streets, and everything in between. Some wore clothing, some did not. Some carried tools and technology, and some had none. All of them seemed to be talking, barking, growling, squeaking, hissing, chirping, or any number of other sounds. Competing music played from different corners of the wharf. Vehicles and machinery rumbled. The noise was incredible. The smell even more so, with so many creatures crammed together. After months of isolation, the sensory overload pinned Peso in place with homesickness. The crowded chaos reminded him of _home_.

The town, according to its website, enforced a zero predation policy. Within the limits, all were equal. Herbivore and carnivore rubbed shoulders in the streets, nodding warmly to each other. A gentle atmosphere of security lay over the town. Peso admired it… though he also knew that the trade-off was a strict limit to immigration. Though all were welcome to visit, very few were welcome to move in. The security was transient.

“Brr,” Kwazii murmured, rustling in his long coat at Peso’s side. “A little chilly, innit? We going somewhere warm?”

“Er. Yes.” Peso smiled apologetically and scrutinized his map again. "Um. I just…" He held it up. Turned it. Squinted up at one of the larger buildings. Turned it again. "I think we need to go this way…" He started off the pier and struck out to the left, following a wide road lined in what might have been warehouses. 

Several minutes of wrong turns and dead ends later, Peso stopped at another corner, tucked himself against a wall, and scratched his head. Somehow he had… led them back to the pier?

“This is a lovely tour of the shipping district,” Kwazii commented, fingers laced behind his head and curious gaze lifted to the buildings around them. He didn’t seem to notice the annoyed looks of citizens forced to go around him. “But I’m going to start chewing on me own leg soon. Can we stop for a bite?”

“Ah… Flappity flippers,” Peso admitted unhappily, “I’m lost.”

“Tch, you’re not lost. You just haven’t found where you’re going yet.” Kwazii leaned in and peeked over Peso’s shoulder. “We need to go that way, me little bird.” He pointed back the way they’d come. “Then take a right at the alley, go down through the underway, go straight, then left, left, up. And then we’ll get to whatever that wee dot is.”

Peso stared at him. He glared down at his incomprehensible map. Kwazii had _glanced_ at it and he knew where to go? “Here,” he grumbled, shoving it at Kwazii.

Kwazii shrugged and waved it away. “It’s in here now, mate,” he said, tapping his temple. “Is there breakfast at that dot?”

“Yeah."

" _Yow_. Then let’s go." Kwazii pulled him in again under his arm and directed them back up the street. "How can you get lost, though? I thought your species could migrate. Don’t you have a magnet in your head?”

Peso made a face at him. “The organ uses _magnetically polarized crystals_ , not a magnet. And I can migrate from our hunting waters to our rookery. In Antarctica. On the other side of the planet. It doesn’t really help here.” 

“Oh, tell me more about your organs.” Kwazii leered, gave Peso a little squeeze, and then urged him with a flourish into a narrow alley.

Another several minutes later, Kwazii stopped them in front of a little stone storefront. “Our destination,” he announced. He peered at the signage and choked. “An _ice cream shop_?”

“Er, is that all right?” Peso asked worriedly, concerned by the expression of shock working over Kwazii’s angular face. “We can go somewhere else if you’d like. I just, well, feline proclivities to dairy... I thought you might…”

“I _love_ ice cream,” Kwazii exclaimed. “Shiver me whiskers, Peso, can I keep you?” He didn’t wait for an answer before dragging Peso inside. 

The shop held long freezers and little tables and quaint landscapes. A quartet of sheep sat at one table, daintily licking cappuccinos out of large bowls. A rat and crow sat at another. Otherwise, the place was quiet, not surprising for an ice cream shop in the morning. Kwazii jumped up a set of low steps to reach the freezers and immediately began to pace in front of them, reading the flavours. Peso followed more slowly, breathing a little sigh of relief that Kwazii seemed to like his choice.

A goat shifter appeared behind the freezers, drying their three-fingered hands on a white towel. “What’ll ye have?” they asked in a thick brogue. 

“I’m buying,” Peso quickly said. “Order whatever you’d like, Kwazii.”

“Aw, thank you, mate.” Kwazii pointed a clawed finger. “A waffle bowl with rum raisin, green tea, and marshmallow. And whipped cream.”

The goat nodded their horned head and puttered along the freezers, assembling Kwazii’s order. When they’d finished and handed it over, Kwazii made an excited noise and clutched it closely.

“And for y’?” The goat’s horizontal pupils found Peso where he hugged himself at one end of the freezers.

“Um.” Peso had been dreading the question. There were several dozen flavours and he’d only heard of about half of them. How was he going to decide? 

“Can he have some samples?” Kwazii asked around a spoonful of something green. 

The goat pulled up a little cup of sticks. “Aye.”

After the tenth sample, the goat shook their head, making their netted beard waggle side to side. “How about this?” they asked. “I’ll git ye a taste of every flavour, stick it in a cone, and we’ll call it a day.”

Peso coloured, his embarrassment worsened by Kwazii laughing behind him. “Yes, um, yes, that sounds good. Thank you.”

They settled with their indulgent breakfasts at one of the larger tables, Kwazii once again stretching out his legs as he inhaled his waffle bowl. Peso went through his sticks one by one, enjoying each one more than the last. 

“I wouldn’t think a doctor’d endorse an ice cream breakfast,” Kwazii commented after a time, with that exaggerated blink that indicated he was winking with one eye. “You breaking the rules?”

“An important part of balanced nutrition is a treat now and then. And I read in your file that you don’t suffer from lactose intolerance. So…” Peso busied himself lining up his discarded sticks, uncomfortable with Kwazii’s knowing smirk.

“So you have a file on me, but I know very little about you. This seems unfair.”

“Ah, well, what do you want to know?” The whole “three dates” plan had been Peso’s idea, but he found himself at a loss for what to say. Other than joining the Octonauts, his life had been pretty boring. Living in the rookery with his family, medical school and residency and endless academic papers, and then the Octopod. 

“Well, what are _you_ allergic to?”

Peso laughed, startled. “I don’t know. Nothing that I’ve encountered yet. Maybe I’ll find out today.” He nodded at his samples. “I’ve never tasted most of these.”

“They don’t have much ice cream in Antarctica?”

“Not many cows."

"Mm, good point. What do they have, then?"

"Rocks. Ice. Wind. Fish. Birds. Lots of birds." A particularly sour flavour hit his tongue. He grimaced and quickly shoved another sample in.

"Sounds nice. The last bit, anyway." Kwazii propped his narrow chin on his fist. “Okay, what else do I want to know about you…” His voice lowered and his lip curled. “What’s your favourite flavour so far?”

“Um.” Peso looked down at his cup and the melting, swirling colours. “They’re kind of just mixing together now.”

For some reason Kwazii burst into more laughter. As Peso blinked and watched, dumbfounded, Kwazii slowly recovered, gingerly wiping moisture from his eye. A little hoarse, he added, “I mean, of the _two_ flavours you’re sampling, do you have a favourite?”

“Oh!” Peso’s face and ears flamed and he sank into his chair. _Ah, is that… is that what I was doing?_ “Well, I…” He trailed off, embarrassment shifting into a twinge of pain. _One of the flavours doesn’t like_ me _all that much anymore._ He met Kwazii’s amused stare and realized that he should say something. The competition, if there ever was one, was over. Kwazii had won by default. If this date and the next went well, if things continued to go well between them, then they would… they would… 

His mind stuttered to a halt. He didn’t know what they would do. 

And he didn’t know why it hurt to think that it was over.

“Eh, you all right, Peso?” Kwazii reached over the table and brushed his knuckle over the back of Peso’s hand. “You don’t have to answer.”

“No, it’s okay. I just don’t know what to say.” Peso pulled his hand back and clasped it in his lap, thumb rubbing over the tingling spot. “I’m sorry.”

Kwazii went still, his sharp eye probing, and Peso had to look away, afraid of what Kwazii might find.

After a moment, he shifted and finished eating in silence. 

Peso watched his samples melt into a brown goo, wondering if that was going to be the state of his heart soon. Then he shook himself. He couldn’t think that way.

“So, I didn’t just bring you here to eat,” he started, forcing his gaze up to meet Kwazii’s. “I really do need your help.”

“I’m here for it.”

“We are going to need some space, though.”

Kwazii’s brow jumped with surprise. “Ye-ow.”

“Come on.” Peso cleared their table and collected his medical bag. “There’s supposed to be a park near here where we can sit.”

“Outside?” Kwazii whined. “It’s a good thing you’re so blasted cute.”

Five minutes later, they stood together and stared at a metre square patch of dead grass, a single spindly, lichen-furred tree, and a broken bench. A sign on the brick wall behind it said Glastonbury Green.

“Nice park,” Kwazii said. 

“Um. The website made it seem a lot bigger.”

“The internet is more treacherous than a riptide, mate.”

“I think this will be okay.” Peso stepped up to the bench and tested the strength of the two remaining planks. When it held his weight, he gestured for Kwazii to join him.

“So what can a pirate do for you in a gorgeous park like this?” Kwazii asked as he settled with an ominous creak and set an arm behind Peso’s shoulders. 

Nervous, wondering if Kwazii would just laugh at him or think he was terribly boring, Peso dug into his medical bag for a roll of gauze. He held it up and unrolled a few centimetres. “I need to practice.”

“Practice?” Kwazii blinked in confusion. “Practice what?”

“For competitive bandaging.”

Kwazii’s lip twitched. He covered his mouth and looked away for a long, quiet moment, his shoulders and ears quivering.

Crestfallen, Peso dropped his hands back to his bag. “Are you laughing? I… I guess we could do something else.”

“No! No, of course not.” Kwazii leaned in and laid his long fingers over Peso’s. “I want to do what you want to do. I just, erm, didn’t realize competitive bandaging was a thing. Shiver me whiskers, there’s a whole other side to you medical types, aye?”

Relieved, Peso let himself relax under Kwazii’s warm touch, before it reminded him of someone else’s warm touch… and how poorly that had gone. He straightened and edged away. 

“The medical association has an annual competition. There are several skills to compete in, and one of them is bandaging.”

“You’re sure to win then, aren’t you? I’ve never seen the kinds of bandages you can wrap.”

Heat rose in Peso's cheeks at the praise. “I’m not _that_ good,” he murmured, idly tying a criss-cross supportive splint-less splint wrap around Kwazii’s index finger. He finished it with a bow. “It’s not just wrapping bandages that they look at. They also want entries for _new_ bandaging techniques. There is a challenge where they give you a few random items and they ask you to treat various injuries. And then there is a speed round.”

“You’ll definitely win that one.” Kwazii picked at his snuggly wrapped finger, squinting at it in confusion. “Er, so how can I help, mate?”

“Can I practice on you?”

Kwazii’s brow lifted. “You mean, can I sit here in your delightful company while you put your hands all over me?” He grinned, flashing his gold tooth. “I thought you’d never ask.”

Peso sagged in relief. “ _Thank you_ , Kwazii. This means a lot to me. I haven’t had many opportunities to practice, beyond a few fin wraps and tentacle tensors.”

“Of course.”

“So, first I need you to pretend you have…” Peso racked his memory for the most likely injuries he’d be called on to treat. “Pretend you have a partial rupture of the posterior cruciate ligament.”

“A what?”

“A sprained knee.”

“Ah, yes, that.” Kwazii stood. He looked around, his cool green gaze skirting over the citizens hurrying past on the street only a metre or two way from their rickety bench. He cleared his throat. Then, with an ear-splitting, “ _YOW!_ ”, he dropped to the ground, clasping his knee and rolling around in agony.

A dozen citizens stopped to stare. Wishing he could crawl under the bench and hide, Peso instead went to his knees beside him and hurriedly wrapped the knee and thigh. Kwazii immediately stopped screaming and sat up, grinning brightly. 

“Good as new,” he chirped, brushing dried grass out of his hair. “Thanks, Doctor.”

Peso shook his head. If nothing else, Kwazii made it extremely difficult to hold onto any negative feelings. “Now a fracture of the distal phalanx--er, a broken finger.”

This time Peso wasn’t surprised when Kwazii started screaming, though a family of herons striding past leapt into the air in a startled flurry of feathers.

“Now I want you to hemorrhage,” Peso said next, pulling out some squares of absorbent pads. “You pick which body parts.”

“ _Argh I can’t stop the bleeding, Peso!_ ”

“Now come up with some of your own injuries.”

Kwazii bounded up onto the bench and crept along the back with exaggerated steps. “There’s nothing worse than the bite of the Venomous Toe Clamper-- _Yow_ , me toe!” He fell off the back, holding his foot, and Peso had to check his head as well as wrap his foot to make sure he hadn’t actually damaged something in the fall.

“ _Ya-har!_ ” He leapt out and rolled into the street, scattering some passersby. “‘Tis the icy, inescapable clutches of the Blue Blooded Trench Leviathan!” He wrestled with some invisible monster, tumbling and diving across the street. When he came up against a light post, he made a show of slamming whatever was “attacking” him against it over and over. “Help me, Doctor! It’s got me about the throat and will no doubt inflict frostbite and _crushing injuries_!”

Struggling not to laugh, Peso trotted across the street. He pretended to pluck something off of Kwazii’s shoulder and flick it away. “The Blue Blooded Trench Leviathan is two centimeters long and cannot survive in the low pressure environment above sea level.”

“My throat,” Kwazii gargled, sliding down against the light post.

Peso dutifully treated his frostbite and bruised larynx.

Kwazii staggered upright. “And now,” he began dramatically, raising an arm, “the Abominable Amphibious Axolotl!” 

Peso watched him expectantly.

But Kwazii dropped his arm and shrugged. “Actually, the Abominable Amphibious Axolotl has never been known to be dangerous. Though it is rumoured to be immortal. Interesting, innit?”

“Oy! What’s all this then?”

Peso and Kwazii jolted and turned to see a large shifter in a black and white constable’s uniform pushing her way through the crowd that had gathered around them. Even from a distance, Peso could make out the features of a bear. Beside her bounded a German shepherd. 

“We are--” Peso started, and cut off with a yelp when Kwazii grabbed his wrist and hauled him up the street at a flat run. “Kwazii!” he protested.

“No worse way to end a date than behind bars,” Kwazii laughed. “Come on, mate, we’ll lose ‘em in the alleys.” 

Bandages streaming off him like banners, Kwazii sprinted into the busy streets. Peso scrambled to keep up. He didn’t think they’d get far with a four-legged constable on their heels, but Kwazii’s mad laughter was infectious and he found himself running as fast as his legs could move him.

They ducked and wove and leapt, and rounded a corner to find themselves at a dead end where the narrow alley cut off in a tall, crumbling wall. But Kwazii didn’t stop. He dragged Peso to the end and practically tossed him up. Peso scrambled to get a handhold in the eroded masonry, started slipping, and then Kwazii shoved at his foot, boosting him up the last few centimetres. As the shepherd, barking ferociously, skittered into the alley behind them, Peso twisted to watch Kwazii, heart in his throat. Kwazii had backed away a few steps. He bounced on his feet, took two bounding steps, and then leapt. With effortless athleticism, he dug in his claws and climbed up to crouch at Peso’s side. 

The shepherd trotted to the base of the wall, sniffing and growling. “Damned cat,” he muttered. 

Kwazii chuckled. He glanced up at Peso and his grin widened. “Best date I’ve ever been on, mate.”

Peso shook his head in disbelief. “Only you, Kwazii.”

“Oh, say that again, me little bird.”

Rolling his eyes, Peso turned to peer over the other side of the wall. “Shall we?”

**

Kwazii floated back to the Gup E, drunk on the pure pleasure of Peso’s company and the thrill of a public disturbance and a successful escape from authority. He couldn’t stop reaching for Peso’s hand and tugging him closer, couldn’t look away from the sparkle in his warm brown eyes. When they climbed into the gup and the dome closed over them, he wanted nothing more than to pull him into the back and continue where they’d left off on his desk earlier. 

“We don’t need to go back to the Octopod straight away, aye?” he murmured, catching Peso’s elbow before he could sit in the pilot’s seat. He let his fingers trail down to Peso’s hands and ease them onto his own hips. 

Peso stepped in and Kwazii’s pulse surged--but instead of lifting his face for a kiss, Peso just leaned his head against Kwazii’s chest. Startled, Kwazii held his shoulders, concerned when he felt them shaking under the black jacket. His interest bled away, replaced by worry.

“Er. Peso? Steady on? Are you all right?”

Peso nodded, but didn’t say anything. His downturned face revealed nothing.

Had something gone wrong? In Kwazii’s mind, things couldn’t have gone better. He’d learned a few things about Peso--like his complete lack of navigational ability and inexperience with basic desserts--but more importantly they’d had _another_ adventure together. Each adventure was another step to a _lifetime_ of adventures. 

But perhaps Peso had been hoping for something else.

“Did you need to get more practice in?” he wondered. “I overdid it and we almost got arrested, and you lost practicing time?” Though why Peso thought he needed to practice _bandaging_ of all things, Kwazii had no idea. The little medic was something else. “Sorry, Peso…”

“No, no, it’s okay.” Peso took a shaky breath and stepped back. He smiled sadly. “Kwazii, this was… a lot of fun.”

“Aye…” Kwazii searched his round face, picking out the tense, unhappy lines. “What’s wrong, me little bird?” he asked softly. “There’s a storm behind those eyes.” That storm had blown in a few times throughout the day. Kwazii had blamed it on nervousness, but perhaps something else was bothering him.

Peso looked away again, lips pressing together.

“If there’s anything I can do to help you, I will. Tell me.” Kwazii sat in the passenger seat, keeping a hold of Peso’s hand so he would sit across from him. “You’ve seen the worst of me. Whatever it is, you can tell me.”

“It…” Peso rubbed his face. When he glanced up, his eyes were rimmed in red. “Kwazii, I’m so sorry.”

Kwazii froze. Peso was about to tell him that he’d chosen Barnacles. The date _hadn’t_ gone well.

“It’s Captain Barnacles,” he continued roughly, confirming Kwazii’s assumption. “I should be happy that he… that he called it off. Because that makes this easier. But I can’t stop thinking about him. About the way it ended. And it’s not fair to you. When I’m with you I’m happy--you make everything fun. But there’s a shadow hanging over me.” 

“Wait. He called it off?” Kwazii leaned away, surprised. “ _He_ called it off? After breaking the rules to be with you? Are you sure?” That might explain Barnacles' issues the past week or so--he'd fallen hard for Peso, ending it must have crushed him. 

Peso nodded. “Yes, he told me it was a mistake. He told me to be happy with you.”

On the inside, Kwazii wanted to leap into a backflip. But the wretched expression on Peso’s face snuffed out his excitement. “What happened?” he asked, a distant hollowness starting to form in his gut.

“He… he taught me how to pilot the Octopod.” 

“Ah…” Kwazii nodded his understanding. “And you ran into a jetty? He doesn’t like that much.”

“N-no. No, the piloting was good. But then we... we were…” The grey tinge to Peso’s cheek vanished, overwhelmed by a rich pink as he flushed. 

The mental image of Barnacles and Peso snogging assaulted Kwazii’s mind--the contrast of black and white skin, white and black hair, power and tenderness, and all of it sweetly inexperienced--nearly knocked him out of his seat. Oh, how he wished he could see that!

“And he was holding onto the Octopod’s steering wheel and it snapped because I…” Peso cut off with a little whimper and covered his face. “He said he wasn’t angry, but I know I pushed him to do it.”

Realization dawned. “Oh,” Kwazii murmured. He considered Peso and very nearly let the moment pass. He believed Barnacles didn’t want him anymore. Wasn’t that for the best? The sadness would fade, the wound would heal, and Kwazii would be there with him. 

But his own heart writhed with misery at the sight of Peso’s. He couldn’t remain silent. 

“Oh, me little bird,” he sighed, that hollow feeling increasing. “I’m going to tell you something about our captain that not many know.”

“Huh?” Peso peeked up through his fingers.

“The Captain is deeply afraid of two things.” Kwazii leaned back and folded his arms, trying not to make it too obvious that he was hugging himself in preparation for dealing himself a vicious blow. “One of them I won’t mention. But the other… he’s afraid of hurting others. That polar bear strength he talks about? It terrifies him. If he broke something, it probably scared him. He doesn’t want to hurt you.”

Peso stared, his face slack. If Kwazii hadn’t just sunk his own ship, he would’ve leaned in and pressed a kiss to those adorably parted lips. As it was, he offered a wry half-smile and a shrug. 

“He’s worried about hurting me,” Peso repeated. “So he gave up?”

Kwazii shrugged again. “He’s a great man, but sometimes not the savviest.”

“Should I do something?” 

_You’re asking me?_ Kwazii shook his head. “I don’t know, mate. He’s been like that since I first met him.” He forced another half-smile. “If anyone could help him get past it, it’d be you. Or another bear. Someone with the strength to match his. Maybe the constable we just met?”

Peso snorted, but he seemed relieved. “Yes, you’re probably right. We should go get her number.”

Kwazii snickered, surprised and hopeful. 

Then Peso dashed his hopes by nodding to himself and adding, “After I go and talk to him, anyway. I’m not ready to give up.” He flashed a shy smile. “I don’t want _him_ to give up. I don’t know how this will all work out, but fear shouldn’t make our choices for us, right?”

Kwazii swallowed his suffering. “Aye, of course.” He cleared his throat and nodded at the gup’s controls. “You want me to drive?”

“No thank you!” Peso squeaked, straightening and grabbing the steering. 

Great. Kwazii could look forward to a looong, slooow journey back to the Octopod and coming to terms with his loss. Just when he thought Peso could be his, he was snatched away. 

  
_I’m not cut out for this_ , he mulled as the ocean crept past the gup’s dome. _If you set your heart on one person, it's liable to be stolen. Jack was right--better to bury your treasure so it won’t be found._

**Notes for the Chapter:**

> And so ends this episode of the Bachelor: Octonauts Edition.


	14. The Octonauts and the Black Fields - Part One

**Summary for the Chapter:**

> Peso's dating experiment is falling apart--nothing seems to be going right. 
> 
> And just as he tries to fix it, the Octonauts are called for an unusual mission.

**Notes for the Chapter:**

> Help me. Just tell me to stop this madness. 
> 
> **Reminder that I added a new Chapter 12, which is relevant to Gem the Great Black-backed Gull's shenanigans**
> 
> Warnings: This chapter has a lot of moping. I don’t know, maybe it’s just my mood recently. Also this arc is a little dark. There was a request for Peso as a combat medic and I was like, yes, I also want to see Peso the combat medic. So… we interrupt this “Octonauts the Dating Sim: the Novelization” for “Octonauts the Low Budget Action Movie: the Novelization”. 
> 
> But at some point in this arc a second date will happen *facepalm*
> 
> Feel like chatting about Octonauts, fun AUs, crossovers, and the various possible fic and art? Have ideas for characters, missions, or random animal citizens? Help me out and join us on Discord. Lemme know if you’re interested and I’ll flip you the link.
> 
> I might start referencing other folks' fics, I'll leave footnotes ^^
> 
> Music Recommendations  
> Tina Turner and Kygo - What’s Love Got To Do With It?  
> Bang! - AJR  
> Kongos - Come With Me Now

The Octonauts and the Black Fields - Part One

Peso breathed deeply as he stepped out of the gup and into the Launch Bay. He felt light. Buoyant. Like he’d emerged from the crushing pressures of the midnight zone to the freedom of the surface. 

Barnacles wasn’t angry. He was… afraid. 

The thought continued to bewilder Peso. How could such a powerful, confident, assured, and capable man be afraid of anything? 

It didn’t make any sense. 

But then, the proclivities of the heart rarely made any sense at all.

“Thank you again, Kwazii,” he said, pausing near the Launch Bay computer and turning to his companion. 

And there his heart stayed true to form by leaping and squirming in a most distracting manner. Earlier he had been struggling to focus past his own misery, but with his burden of grief lifted, it was like a fog clearing from his vision. His appreciation for Kwazii’s casual kindness, his affection, and the way he could make any situation brighter just by being himself swelled in Peso’s chest. How could one cat be so fantastic, and how could that one cat have chosen Peso of all people to pursue?

“My pleasure, little matey,” Kwazii murmured. He hung back, hands lacing behind his head, his posture comfortable. His green eye slitted with a smile, and then his attention seemed to wander around the large room. 

Peso shifted on his feet, feeling like something wasn’t quite right. Except for the very ending, their date had been good, or at least he thought so. Kwazii had seemed to enjoy himself. So why was Peso prickling with uneasiness? Why were his palms sweating? 

_He is too far away._ The thought struck from nowhere, but as soon as it entered his head, he knew it was correct. Kwazii remained by the water’s edge a good two paces away, when usually he would have been within easy touching distance. When they were alone, he almost always held one of Peso’s hands, or his tail would curl around Peso’s calf, or his arm would hang around Peso’s shoulders, or they would be locked in an embrace…

Kwazii cleared his throat and started toward the ladder, giving Peso a wide berth. “I’ll let you get on with your day,” he said, his gaze fixed on the ladder. “I’m going to grab some lunch and then see if I can be in the same room as Lydia today.”

Peso jolted into motion and snagged Kwazii’s sleeve. “Wait.” He wanted to ask, “What’s wrong?”, but when Kwazii met him with a weak smile, instead he said, “I’m sorry I didn’t feed you well. I don’t think I, um, really know how to do a date.”

Kwazii covered Peso’s hand and his smile warmed. “I had a great time, me--mate.”

“We could have lunch together?” Peso asked hopefully. “And would you want to… to do something after? I could help with Lydia?” 

Kwazii’s ears flattened and his grip tightened. He ducked his head, hiding his expression, but Peso could see his jaw clenching. “Peso,” he said gently after a moment, raising his head and offering a sickly smirk, “don’t you have a bear to catch?”

Heat rushed into Peso’s cheeks. “Well…” He trailed off and coughed. Did he? Would Barnacles want to be caught? The thought both excited and terrified him, and there was really no guarantee that Barnacles was even interested anymore. Kwazii could be wrong about the reason behind Barnacles’ reaction. Regardless, with Kwazii right there in front of him, he found himself reluctant to end their day together. Kwazii’s mere presence was soothing, and Peso could focus on Barnacles after. “Well,” he tried again, “it would be very nice to spend more time with you.”

“Aye,” Kwazii sighed. “That it would.” He leaned in and gently cupped the back of Peso’s head. 

Peso lifted his face, his heart rate already picking up speed and his body thrumming with desire, and blinked in surprise when Kwazii pressed a brief kiss to his brow and released him before he’d even registered the sensation of a body against his own.

Kwazii stepped back and flourished a bow, gesturing at the ladder. “Lunch?” he prompted. “Gentlemen first.”

“Y-yes,” Peso stuttered. “Of course. Um. Thank you.”

He burned with awareness of Kwazii and itched with confusion as they made their way up into the quiet Octopod. What had happened to sultry, affectionate Kwazii? This subdued version of the feline pirate was almost more distracting than the normal version. 

He didn’t get a chance to find out. They turned down the corridor curving toward the kitchen just as Barnacles stepped out, and the sight of him knocked the air out of Peso’s lungs and his sharp agony returned, twisting under his ribs. He froze midstep. Everything about Barnacles reminded Peso of what he'd briefly had, and quickly lost. His broad, square shoulders reminded Peso of his immense strength and ability to simply scoop a penguin into his arms; his neat white hair and his partially concealed furry ears reminded Peso of the way he'd growled when Peso tugged on them. His strong features and the bright blue chips of his eyes reminded Peso of those precious few times when his expression had transformed from neutrally amiable to those shy, uncertain smiles.

Could he have that again? 

No. Of course not. _W_ hy had he agreed to dating in the first place?! He couldn’t look at his captain without being hit by an awful mix of need and despair and the lieutenant was just as bad. He’d gotten a taste of the possibilities, and he _craved_ more, but harsh reality was like that one sour sample amongst the sweet, and the slow melting and mixing of his dreams into a hideous brown sludge.

Barnacles didn’t seem to notice him; he swiveled when he exited the kitchen and strode away.

Peso took a step back and bumped into Kwazii. 

“You all right, mate?” Kwazii asked, grasping his upper arms. 

_No._

“I’m not… not very hungry,” he managed to force past his shaking jaw. 

Kwazii squeezed lightly and his breath tickled Peso’s ear as he sighed. “Peso,” he began, unusually tentative. “How about I bring you something? Your room or me own.”

Peso sagged back against his firm chest. “That would be nice,” he agreed weakly, ignoring the inner voices arguing against it. He started to turn, suddenly overwhelmed by the need to be held in Kwazii’s close, warm embrace--

“Hey, Peso!” 

The pleased cry echoed down the corridor, bringing Peso back around to see Shellington and Dashi just outside the kitchen, the first with his side bag and the second swiping ceaselessly on her phone. He met their welcoming smiles and Shellington’s raised paw with a little rush of panic. He’d been spotted. Now he couldn’t escape. He’d have to pretend that all was well, or they would know how much he was hurting and they would wonder why and they might piece it all together and realize that Peso had completely failed at dating when he’d been given the chance to be with either _Kwazii the Pirate Cat_ or _Captain Barnacles_ , two of the most renowned and amazing Octonauts in the organization. Worse, that he was just a poor excuse for an Octonaut to begin with, and an even worse penguin. 

He clutched his medical bag in both arms, praying that Shellington and Dashi wouldn’t notice how badly they were trembling, and forced himself to edge down the corridor and smile.

“How goes the day, Shellington?” he asked as he drew near. “Dashi?” he added, nodding at her.

“I have a rather interesting microbe growing in the lab now,” Shellington said happily, wringing the strap of his side bag. “If we get a day or two without any Octo-alerts, I _might_ even be able to test its characteristics.”

Peso managed an honest grin. Shellington’s annoyance with most Octo-alerts--which unfailingly interrupted his work but usually didn’t involve him--was a well-known joke amongst the other Octonauts (1). 

“Hopefully nothing will come up,” he agreed. 

“How are _you_ , Peso?” Dashi asked. 

Peso glanced at her, expecting her attention to still be on her phone, and leaned away when he met her intense, probing stare. “Um. I… I’m all right.”

“Hmm.” Dashi’s attention went past Peso’s shoulder and she arched a brow. 

He looked back and discovered Kwazii hovering just a step behind, strangely still as though wound up with tension but unable to release it, his expression wary even as he dipped his chin in greeting. Something about his posture was… possessive… as he folded his arms and switched his deep, dark green stare to Peso.

He whirled back to Dashi, his face hot. “ _Everything is fine_.”

"Are you coming to the meeting?" Shellington asked. 

Peso blinked, startled out of his embarrassment. "Meeting?" He hadn't heard of a meeting. Though, it was supposed to be his day off. He was supposed to be spending it with Kwazii. 

"About your patient, Gem the Great Black-backed Gull. Dashi figured out why she got stuck in Bjorn's blow hole."

"No, I was not told.” Peso frowned. He _should_ have been told. “I had better come if it is about Gem." 

"It's not really a medical issue," Dashi added with a half-smile. “That’s probably why the captain wanted to let you keep your day off. You can go and relax or, you know, do whatever it was you had planned to do.” She cast another significant glance at Kwazii.

Peso coloured again. Was she implying something? Surely not. Maybe Tweak had told her that he and Kwazii had taken a few hours of shore leave, and she thought they had plans for the rest of the day.

_I_ should _have plans with him for the rest of the day._ In retrospect, hoping that they might wind up in one of their globes together didn’t seem like much of a plan. _I’m really bad at this…_

At least Kwazii had saved the day, again, by offering to have a private lunch together.

So he really shouldn't go to that meeting. 

But… if it was about Gem, he had to. She was his patient. It didn’t matter how much he wanted to preen Kwazii’s ears or stroke his tail or dig his fingers into lean muscles under his arms and along the length of his spine or find himself boneless and liquidy back in Kwazii’s bed…

He shivered and dug his nails into his palms, hoping for some clarity from his heated thoughts. _Ugh, this was a terrible idea_ . _Someone should have warned me that dating can make a penguin go crazy._

“A solid meal might do better to fill your sails than a meeting, mate,” Kwazii said.

Peso started to nod, and then shook his head. "No, I’ll go. It’s about my patient.” Besides, providing medical care was far more straightforward than the mess of his emotions. 

“Oh. Aye.” Kwazii stepped back. “Duty calls.”

“Yeah.” Peso straightened. He flashed a smile and a wave behind him. “‘Bye, Kwazii.”

As he trailed after Dashi and Shellington, he heard a muttered, “Bullocks,” behind him.

They led him to the library’s open door and disappeared inside. Peso paused at the door, steeled himself for another sight of Barnacles, and followed them in, repeating Kwazii’s reassurance to himself. _He’s not mad at you. He’s afraid of hurting others. He’s afraid of hurting_ you _._

Inkling and Barnacles sat at one of the tables, already in conversation, Barnacles idly spinning a tablet with one claw. Dashi and Shellington claimed two more of the bolted chairs, leaving Peso to nervously approach.

“O-oh. Peso.” Was that a stammer? No, Barnacles never stammered or stuttered. And his face, when Peso managed to drag his eyes up to peek, seemed just as calm as ever, and his voice evened into its usual confident cadence. "It's your day off today."

Peso forced himself to stare directly into Barnacles’ icy eyes and say, "Yes, I wanted to attend, since you're talking about _my patient_." Reminding himself of Gem helped him muster the strength to coolly take his place between Dashi and Barnacles. 

Barnacles met his gaze only briefly, his expression troubled before it smoothed, and then cleared his throat. "Of course." He nodded at the others. "So we’re here to discuss Gem the Great Black-backed Gull's aberrant behaviour. That is, how she became trapped in Bjorn the Blue Whale's blow hole, very nearly killing them both." He tapped the tablet. "Dashi and Shellington, I read your report, thank you. It seems that there may be a virus of some kind that caused her to do this? Maybe it impaired her mental function?"

Dashi giggled and quickly smothered it with a hand when Barnacles frowned at her in confusion. She coughed delicately. “Not quite. These birds have been hunting whales for a really long time, actually, picking skin and blubber off their backs. But with the advent of social media and social challenges, things have gotten a lot more interesting. There are gull challenges that are going viral. I mean, they have their own subreddits.”

Barnacles glanced around the table and finally shrugged. "What's a subreddit?"

Shellington perked up. "Oh, I know. It's where my sister keeps videos of other creatures' kids doing cute things. She sends me links all the time."

“O-okay,” Dashi continued slowly. “So there’s a whole bunch of gulls that do stupid stuff, take video and post it, and then those videos get really popular. That’s called “going viral”.” She curled her fingers in air quotes. “From what I’ve seen, they have things like the Orca Challenge where they target orcas who can _literally_ just snap them out of the air, the Night Challenge, and the Rimmer Challenge where they get as close to the blowhole as possible. It looks like your patient Gem did a combination of the last two.”

Aghast, Peso slowly shook his head, hoping he’d misheard. “She put herself and Bjorn in danger just to make a video?”

But Dashi nodded. “Yeah, that’s about the extent of it. I spoke with her and she denied it, but then I went online and…” Dashi pushed her tablet into the middle of the table and brought up an open video displaying nothing but darkness. When she started it, a high-pitched shriek made them all cringe.

The shriek resolved itself into a gull’s piercing call and the whistle of wind. “You gonna do it?” called a sharp, penetrating voice. 

“Fuck yeah,” answered another, somewhat further away. “Is the night vision on?”

“Yeah, now.”

The opaque darkness brightened to green and several details jumped into stark relief. A bird’s head bobbed out of the frame--it looked like the videographer. They seemed to be flying over the ocean, a striped, heaving surface of faintly lit waves far below.

“There!” shouted the distant voice. “I’m gonna fucking Ninja Rim that motherfucking blue whale.”

“Shiiiit,” replied the carrier. 

Another bird entered the frame, a sharp chevron against the sea, and circled down. Peso recognized her as his patient, Gem, and tensed as he realized what she was about to do.

“Blue whales?” muttered the carrier. “No fucking way, you crazy bitch.” They squawked excitedly. “You guys seeing this? She’s really doing it! You're gonna die, bitch, and I'm gonna take your shit!” 

The video descended, following Gem until they could see the long shapes of the whales, breaching and spouting and submerging. Gem circled the whales, dipped, circled, dipped, and then skimmed over the water. A spout made her veer to the side, and then her bright shape vanished against the sleek, oily darkness of a whale’s back.

The recording gull screamed. “ _Ah!_ Oh shit, oh shit, oh shit, she's gone!”

“It goes on like that for some time,” Dashi interrupted, pausing the video. 

“So, wait,” Peso began weakly, stunned. “She did that on purpose?”

Dashi shrugged. “I don’t think she meant to get stuck, but, well, yeah.”

In weary disbelief, Peso leaned back, rubbing his face. “ _Puta la mad--_ ah, s-sorry.” When no one seemed to notice the slip, he sank into his seat and held his silence.

“And then there’s this,” Dashi continued, dragging the video forward and starting it again. 

When the video continued, they could see lights in the water--the familiar lights of domes and headlights milling around the whale’s huge form.

“It’s us,” Shellington exclaimed.

A crane erupted from the water, carrying a small figure up onto the whale’s back. 

“What the shit is that?” asked the gull circling the scene.

“We were all there for that part,” Peso said, uncomfortable with the memory of slipping around in the wet darkness on a panicked, suffocating whale, grabbing at an equally panicked gull in the crushingly tight orifice, and snapping her leg in half. He could still feel the way the hollow bone at first bent in his grip, and then cracked, and he could hear that high pitched shrieking… He shuddered and twisted his hands together, trying to banish that feeling...

Dashi paused it again. “Sorry, Peso,” she murmured. “Here, this is what I wanted to show you.”

She moved the video forward again to show a close up of the ocean’s surface as the recording gull swooped close to the water. The Octonauts logo could be dimly seen below the green-tinged waves, on the orange dorsal fin of a shark-shaped gup that quickly submerged and vanished into the black sea.

"No fucking way," muttered the videographer. "It’s the Octonauts.” She shrieked. “Octonauts Challenge! Get your ass rescued by the motherfucking Octonauts!”

Dashi stopped the video and silence fell over the group.

“Was that what I think it was?” Inkling asked. “Did that gull just challenge the internet to intentionally place themselves in situations where they need aid from the Octonauts?”

“Seems that way.” Dashi breathed out slowly. “So, I’m not sure what you want to do about this, Captain, Professor. It seems like it might not be such a great trend.”

“I’ll speak with her,” Barnacles said grimly. “She’s been in contact with her friends and family with our guest connection, right? I’ll ask her to take the video out of the internet.”

“ _Down_ ,” Dashi corrected. “Ask her to take it _down_.”

“Right.”

“And I’ll notify the Commissars with your report,” Inkling added, blinking at Dashi. “They may ask their analysts to see if this trend is getting any traction, and put out a pre-emptive notice. Thank you for bringing this to our attention, Dashi. Excellent work.”

“Thank you, Professor. And thank you, Shellington, for helping me with the report.”

“My pleasure, Dashi. Any report where I don’t need to rhyme is a nice change.”

Barnacles stood and started toward the door as Dashi and Shellington continued chatting and Inkling hove toward his tank and his own computer. Peso jolted to his feet and hurried after Barnacles.

“Captain!” he panted, trotting to catch up in the corridor. “Just a minute.”

Barnacles stopped and turned his head, but didn’t face Peso directly. “Yes?”

“I would like to be there when you speak with Gem.”

“Hm?”

“She, ah, well, she’s a bit, um, volatile.” Peso wavered, trying to think of the right words. “She didn’t appreciate having her leg broken and being stuck here for the past week. It might not be easy to talk to her.”

“Hm.” Barnacles finally turned completely to regard Peso straight on. “You don’t think I’ll be able to talk to her?” he asked mildly, a white brow twitching upward. 

“N-no. I mean, I think you can. I just want to be there to support you. And sometimes she can react strongly to things.” Her first day in the Octopod she had slammed herself against a window in an attempt to get out, resulting in a split nare. “I will come with you in case she hurts herself.”

He frowned at Barnacles determinedly, expecting him to object.

Barnacles’ eyes flicked down and up and his expression softened. “Yes, all right.”

**

Sometime later, Peso and Barnacles sagged back against the corridor wall outside the guest room next to the medbay, exhausted. 

“You’re releasing her this evening?” Barnacles asked.

“Yes.”

“Good. That’s… good.” Barnacles blew out a sigh. “Thank you for your help in there.”

“Not that you needed much. She did agree to ask her friend to take the video down. And, well, maybe when she’s older she’ll remember what you said about influence, responsibility, marine safety, global connectivity, recycling, how she can have a positive impact, and all of those other things.”

They glanced at each other and, for the first time in weeks, Peso was too tired to feel more than a twinge of loss. He admired Barnacles’ rugged features for a moment, and then remembered him floundering to say something that Gem the Great Black-backed Gull would understand, and a snicker escaped him. He quickly looked away and cleared his throat, trying to hide the slip.

A low sputter brought his head up and he was startled to see Barnacles chuckling, head thrown back to rest against the wall. 

After a shocked moment, Peso couldn’t help but join him. The situation wasn’t that funny, but it was a bizarre twist on their usual mission, and the sight of Barnacles laughing at himself set him off. 

As their chuckles died away, they shared a smile, and then it was Barnacles who suddenly lost his mirth--his eyes widened in surprise, and then his shoulders stiffened, his jaw clenched, and he rubbed his palms on his thighs as he turned. “I’d better report to Professor Inkling,” he muttered.

_He’s afraid of hurting you…_

“Captain,” Peso called softly. 

“Hm?” Again, Barnacles refused to look at him, instead peeking over his green shoulder. “What can I do for you?”

“Captain, we need to talk.”

Somehow, Barnacles managed to stand even straighter. “What would you like to talk about?” he asked tightly. 

Peso tried to keep his voice level when all he wanted was to shout at Barnacles to turn around and _look at him_. “I think you know.”

“There isn’t anything to talk about.” Barnacles’ hands fisted. He dropped his head and growled at the floor, “I already told you. This was all a mistake.”

“You _told_ me. But you didn’t wait to hear what I had to say.”

_What am I doing?_ Even as the pained words spilled out, Peso kicked himself inwardly. He shouldn’t be fighting for this stupid, complicated situation to continue, but he couldn’t help himself. He couldn’t let Barnacles give up on something that had been so perfect.

“I decided that I am not fit to… to…” Barnacles trailed off and gestured sharply at nothing. “It did not require a discussion.”

Sympathy and budding anger argued in Peso’s chest. _Not fit?!_ How could such an amazing man be so blind? What could he say to make him understand that everything between them had been wonderful and it was only fear that stood in his way? That he was only hurting himself and Peso by shutting him out?

“It _does_ require a discussion,” he said tremulously. “Because I care about you. I’m not going to let you walk away just because you’re scared.”

Barnacles breathed in sharply and turned enough that Peso could see one wide, shocked eye. His shoulders heaved as though he was about to speak--

“Bwoop bwoop,” said the Octo-alert. 

“Oh, no,” Peso sighed. He didn’t think he could handle much more.

“Bwoop bwoop.”

Inkling’s voice gently announced, “Octonauts, to the HQ.”

**

“When I spoke with the Commissars, they told me that the Directors have been looking for a team to volunteer for a, hmm, _atypical_ mission.” 

“Atypical?” Tweak repeated, shifting her weight where she leaned against Dashi’s console. “Do we have _typical_ missions?”

“This one is outside the usual parameters of exploring, rescuing, and protecting.” Inkling unfurled an arm to caress the main console, bringing up a map on screen and highlighting a dot just off the west coast of the African continent. “This is an oil field currently under the management of a corporation that falls within the regulatory jurisdiction of three land-based governments. The marine community in that area is, well, not a healthy one. They were not consulted when the field was first established, and now decades of leakage have negatively impacted the population. There is also a main migration corridor through that area, and the migratory species have also been impacted.” With another touch, he conjured a thick line of colour on the map, following the coastline. “Over the past years, there has been increasing hostilities between these factions as a result of these fields. Sometimes resulting in violent altercations.”

“They’re fighting over it,” Kwazii commented grimly, his usual humour absent. He lounged in a chair, still in his off-duty loose shirt and snug trousers, his lanky form seemingly relaxed though his green eye narrowed.

“Indeed. The migratory species and marine community want the rigs to be removed. The land-based governments rely on the oil. There have been years of negotiations between them.” Inkling moved to the next image: a screen of four flags or logos. “In six days, those negotiations will finally come to an end; there will be a signing between those four factions to ratify a deal where both the marine community and the migratory coalition will be on the board of directors, thereby ensuring the field is managed safely and a share of the profits is put toward reducing the ecological impact.”

Shellington, rolling a test tube between his palms, chirped a happy, “That’s good!”

“Not quite,” Dashi countered, scrolling on her phone. “There’re a lot of people who aren’t happy about this deal.”

“That is correct. Prices will rise. The fields will still be there and active, with the potential for more damage. The migratory coalition is not cohesive. The marine community feels that the migratory species should have no authority. There are objectors.”

“Violent objectors.” Dashi’s voice lowered and her expression tightened, becoming more and more worried as she scrolled. “Professor,” she said softly, looking up. “That place is a war zone.”

“The factions have sent out a request to global, neutral parties to be present at the signing and provide some stability. The marine participants specifically requested the Octonauts. One of our sister ships, the Leviathan, is already there. But as the number of participants and observers increases, they need another team to support them.” Inkling coiled and uncoiled thoughtfully, and then turned to look up at Barnacles, standing at attention beside his chair. “Captain, this is not the kind of mission we would normally take. The Octonauts are not a militant organization; we provide aid. The Directors will not order us to go. But, if we are willing, I do believe that we can help to keep peace and give our assistance if needed. This oil field has been a lethal problem for decades, resulting in untold unnecessary deaths, environmental damage, and worsening relations between land and sea. This deal might not be the perfect solution, but it will be an improvement.”

Barnacles nodded, his gaze on the screen, hands fisting and releasing at his sides. “I will go,” he said firmly. “But…” He turned and scanned the HQ, meeting each of the Octonauts. “Like the Directors, I will not order any of you to go.” His stare met Peso’s and he murmured, “I would prefer it if you didn’t.” 

“I’m with you, Captain,” Kwazii said without a beat of hesitation. 

“Me, too.” Peso ignored the way his stomach churned at the thought of creature against creature violence, and how useless he had already demonstrated himself to be in a conflict. If nothing else, he could provide medical attention, and he wouldn’t let his foolhardy captain and lieutenant head into danger without him. “I will help any creature who is in need.”

“I’ll come, too.” Shellington held up his test tube. “We don’t have a good understanding of the impact of rigs on the ecology of an area. If nothing else, I’ll do some surveys and take some samples.”

“Conflict needs to be documented.” Dashi gave a determined nod.

All eyes turned to Tweak. She fiddled with a small motor, apparently ignoring the mission briefing. After a quiet minute, she looked up, turquoise ears swivelling. “Well?” she drawled. “Why’re we just standing here? Don’t we just have a few days to get there?” She pointed at the other Octonauts with her tool--a screwdriver? pliers? “Come see me before we get there. I’m gonna look up combat gear and make some improvements to your suits.”

“Thank you, all.” Inkling’s arms twisted together. “I have never been more proud to be a part of this team.” 

“Shellington, please talk with the vegimals,” Barnacles said. “They should have the option as well. The rest of you, make any preparations you need. We’ll leave in an hour.” He rubbed his jaw. “Octonauts,” he murmured, “let’s do this.”

“Aye, Captain.”

“You got it, Cap.”

“Yes, Captain.”

  
As Peso strode alone toward Gem’s room, he thought about the conversation he’d _almost_ had with Barnacles, and wondered when he would get the chance to talk with either Barnacles or Kwazii again. His interpersonal issues seemed to fade in importance with the possibility that this next mission could be their last.

**Notes for the Chapter:**

> I don’t plan on getting preachy or political or anything in here, I just want to set up an interesting backdrop for some conflict. This section will probably end up like a war time romance, with some kind of violence going on in the background while the main characters stare longingly into each other’s eyes.
> 
> 1\. See "Shellington Literally Loses His Fucking Shit" by Captain Kwazii


	15. The Octonauts and the Intermission - Cuddles

**Summary for the Chapter:**

> Intermission: the Octonauts gather to just read and chill in the library.

**Notes for the Chapter:**

> This is completely out of place, but sometimes you just need some cuddles and a good book.
> 
> Back to the regular plot next time~
> 
> No warnings, just good times.

The Octonauts and the Intermission - Cuddles

"Ah!" In his haste to reach the bottom, Shellington slipped on the rungs of the Launch Bay ladder. For a heart-stopping moment he hung in the air, and then fell into a pair of strong arms. 

"Woah, careful there, Shellington," Tweak drawled. She set his little furry figure down on the cement floor. "What's the hurry? Was there an Octoalert?"

"Mail day!" Shellington chirped, dancing in place. 

Tweak glanced around at the otherwise empty Launch Bay. "I think you're a little early--"

With a splash, the Gup A surfaced. 

Shellington made an excited little whimper and practically vibrated to the water's edge. 

The gup opened and Dashi and Peso climbed out, Dashi carrying some boxes of electronics and Peso hauling a massive burlap sack of envelopes and smaller packages.

"How was it?" Tweak asked. "Did you get the supplies I ordered?" 

"All in the back," Peso reported with a smile. He paused in front of Shellington, whose rapid breaths and shiny eyes verged on a medical concern. "I think you were waiting for this?" He dug a flat package wrapped in brown paper out of his sack and placed it in Shellington's shaking hands. 

Shellington gently picked at the twine tied around the package and squeaked when it opened. "Montgomery Addams' _Treatise on Marine Ecology and Paleoecology_ Volume Three!" He hugged it tightly. "Finally! Thank you, Peso."

"Of course, Shellington. Is it a special book?"

"It's one of the first comprehensive books describing the evolution of marine ecosystems. Jumping jellyfish, I still can't believe it's here in my paws." He grinned up at Peso, spade-shaped nose wrinkling. "I'm going to get some coffee and spend the rest of the day in the library." He skittered backward. "Thank you again!" he called as he hurried back up the ladder.

Peso considered Shellington as he disappeared into the Octopod. A day of reading in the library sounded… nice. Very nice. 

After dropping off the rest of the packages and letters with their recipients (“Ah! A letter from Bianca,” Barnacles exclaimed happily. “I wonder how big the twins are now.” “ _Crypto Monthly_ ?” Kwazii complained, “More like _Crypto Quarterly_ , innit? These things take ages to get here. Maybe Dashi’s right and I should get the ezine, but… the feel of the paper, mate, you can’t get that with a tablet, aye? Can't nap on one of them screens, can you?” “Chirp-a, chirrrrrp-ah!” Turnip trilled, whirling to show his new cookbook to the other Vegimals.), Peso left his own letters--most of them from family and one from his alma mater--on his desk. He then retrieved Inkling’s stack of packages and envelopes and carried them to the library.

As he’d expected, Shellington was already there, seated on one of the library’s soft couches, deeply engrossed in his new book.

Peso left Inkling’s mail in a tidy stack next to his tank and drifted over to the couch, curious about Shellington’s extra special treatise.

“Hmm,” he couldn’t help but comment. “Is that a chapter on the ecosystems around geothermal vents?”

Shellington nodded. “Oh yes,” he said without looking up. “And how we can track their development over time. Often they start with a single larvae impregnated with the bacteria it need to survive.”

“Do… do you mind if I…” Peso settled gingerly next to Shellington and tried not to be too obtrusive as he peered over.

“Of course, Peso! The only thing better than a good book is a good book with good company.” Shellington shifted to give Peso a better view, snuggling his warm, furry shoulder against Peso’s chest.

The two read for a time, murmuring comments on the fascinating information unwinding from the treatise. Peso particularly found it interesting to match aspects of marine ecology to the health of the creatures living within them. 

The library door opened sometime later. Kwazii’s voice floated in, muttering something about the description of the Venomous Serpent Fish being strangely similar to the Poison Fanged Raudkembingur. He paused just inside the door. “Heya, mateys. Good day for reading, innit?”

Peso flashed a little smile and a nod, and went back to reading over Shellington’s shoulder. 

Kwazii wandered into the stacks. 

Ten pages later, Peso eeped as a body flung itself onto the couch beside him and he found himself with Kwazii’s head on his lap.

“I hope you don’t mind, mate,” Kwazii said cheerily. He held up a handful of magazines. “You look so cozy, I just couldn’t resist.”

Peso laughed under his breath and shifted to get comfortable. He played with Kwazii’s hair and stroked his scarred ears as he continued reading, and Kwazii let his clawed feet dangle off the arm of the couch and flipped open his first magazine.

Boot heels clicked past the open door, paused, and returned. Dashi peered in, a little smile growing. “Oh,” she murmured. “Instagram is going to _love_ this.”

With exaggerated nonchalance, she tapped into the library, hoping not to disturb the three relaxing Octonauts on the couch. She collected a large cushion from another couch and flopped it onto the floor in front of Kwazii. Then she settled elegantly upon it, tugging down her skirt and folding her legs to the side. 

Peso gave her head a brief scratch of welcome before returning to Kwazii.

Dashi held up her phone and snapped a few selfies with the others in the frame behind her. With a few swipes and filters, she had it out to the rest of the world to enjoy the view with her. After posting it, she leaned back. She’d had plans to work in the HQ that day, but the comfortable atmosphere in the library was too relaxing, too soothing after a long few weeks of rescues and reports. So she settled in, leaning an arm on the couch next to Kwazii’s lounging form, and continued updating the Octonauts’ social media.

Shellington paused his reading to go fetch more coffee. When he returned, Barnacles strode at his side, carrying a full tray and asking about a report that they had submitted the previous week. He, too, paused in the doorway, blinking in surprise at the others curled up on the couch. Shellington didn’t seem to notice. He took the tray, puttered back to his spot, prepared his cup, passed some snacks over to Peso, Dashi, and Kwazii, and snuggled back in.

Barnacles stared for a long moment, struck by the powerful urge to _be a part_ of the closeness of the other Octonauts. Often, he stood slightly apart. But… maybe… in that quiet, peaceful place, surrounded by knowledge, he could find a way to fit in.

So he strode to the couch and murmured a polite, “Pardon me,” to Dashi.

She offered a bemused half-smile and scooted out of the way.

Barnacles reached down, scooped Peso into his arms, and, when Kwazii squawked and sat up, he settled into the warm, vacated spot. He set Peso down on one thigh and patted the other to invite Kwazii to lie back down. “Is this all right?” he murmured against Peso’s hair.

“Um. Yes. Of course.” Peso leaned back gingerly and slowly relaxed against Barnacles’ chest. He returned his hand to Kwazii’s head and his attention to Shellington’s book.

Dashi returned to her cushion and took another fifty selfies. 

Shellington barely seemed to notice.

When Tweak’s long body stretched along the back of the couch, no one was really surprised. She propped her chin on her outstretched arm and reached for a snack from Shellington’s table. Carefully perched and leaning warmly against Barnacles’ broad shoulders, she held up her own reading material: an engine schematic.

When Professor Inkling woke from his nap and found his Octonauts cuddled together, his arms stretched and undulated with cephalopodan contentment. Never before had he watched over such a close knit crew, not in all his many years. 

And that closely woven friendship was strong enough to protect all the vastness of the seas.

**Notes for the Chapter:**

> That was a hokey ending even for me, but I'm full of the love, y'all.
> 
> Not shown: Inkling diving in with all them wet tentacles.

**Works inspired by this one:**

  * [Soliloquy of the Sea](https://archiveofourown.org/works/28001640) by [Squiji](https://archiveofourown.org/users/Squiji/pseuds/Squiji)
  * [Bronze Globe](https://archiveofourown.org/works/28497327) by [pixar_was_my_childhood](https://archiveofourown.org/users/pixar_was_my_childhood/pseuds/pixar_was_my_childhood)




End file.
